SOFTWARE LICENSE AGREEMENTBY INSTALLING THE SOFTWARE YOU ACKNOWLEDGE THAT YOU HAVE READ THISAGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS ANDCONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS, NORTHERN SOFTWORKS ISUNWILLING TO AND DOES NOT LICENSE THE SOFTWARE TO YOU. IF YOU DO NOTAGREE TO THESE TERMS YOU MUST DISCONTINUE THE INSTALLATION PROCESS. ANYUSE OF THE SOFTWARE BY YOU IS SUBJECT TO THE TERMS AND CONDITIONS SETFORTH HEREIN.This Software License Agreement ("Agreement") is made and effectivebetween Northern Softworks ("Developer") and the End User ("Licensee")upon Licensee's installation of the Software.Developer has developed and licenses to users its software programmarketed under the name "Panther Cache Cleaner" (the "Software"). Northern Softworks retains ownership of the Software itself and reservesany rights not expressly granted to the Licensee. This Softwareincluding all screens, logos, documentation, and displays is Copyright2002 by Northern Softworks.1. License. Developer hereby grants to Licensee a non-exclusive,limited license to Install and use the Software in machine-readable formon a single personal computer. Licensee may copy the Software only forbackup purposes, provided that Licensee reproduce all copyright andother proprietary notices that are on the original copy of the Software.2. Restrictions. Licensee shall not reverse engineer, modify, copy,duplicate, reproduce, license or sublicense the Software, or transfer orconvey the Software or any right in the Software to anyone else withoutthe prior written consent of Developer. Licensee may make one copy ofthe Software for backup or archival purposes provided that Licenseereproduce all copyright and other proprietary notices that are on theoriginal copy of the Software. Licensee shall not create derivativeworks based upon the Software or any part thereof. Licensee may nottransfer any provided serial numbers to the Software.3. Technical Support. Limited technical support (via email response)may be available for a limited period of time if Licensee is using orevaluating the Software. Information regarding availability and terms oflimited technical support may be found at the Northern Softworkswebsite: <http://www.northernsw.com>4. Warranty of Title. Developer hereby represents and warrants toLicensee that Developer is the owner of the Software or otherwise hasthe right to grant to Licensee the rights set forth in this Agreement. In the event of any breach or threatened breach of the foregoingrepresentation and warranty, Licensee's sole remedy shall be to requireDeveloper or to either: i) procure, at Developer's expense, the rightto use the Software, ii) replace the Software or any part thereof thatis in breach and replace it with Software of comparable functionalitythat does not cause any breach, or iii) refund to Licensee the fullamount of the license fee upon the return of the Software and all copiesthereof to Developer.5. Warranty of Functionality. A. LICENSEE EXPRESSLY ACKNOWLEDGES ANDAGREES THAT THE USE OF THE SOFTWARE IS AT LICENSEE'S SOLE RISK. THESOFTWARE (AND TECHNICAL SUPPORT, IF ANY) IS PROVIDED "AS IS" AND WITHOUTANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. DEVELOPER DOES NOTWARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEETLICENSEE'S REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BEUNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BECORRECTED. The Software is licensed subject to any defects or problems,whether known or unknown, clear or latent. The Developer disclaims allwarranties, express or implied (except any express warranty of titleherein), and makes no promise concerning the quality, workmanship orusability of the Software. The Licensee accepts the Software in itscurrent condition.B. In the event of any defect in the media upon which the Software isprovided arising within thirty (30) days of the date of delivery of theSoftware, upon return to Developer of the Software upon the originalmedia, Developer shall provide Licensee a new copy of the Software.6. Software Maintenance. Occasionally, Developer may make available toLicensee any corrected or enhanced version of the Software as created byDeveloper. Such enhancement may include modifications to the Softwarewhich increase the speed, efficiency or ease of use of the Software, butneed not include any substantially new or updated version of theSoftware that may add additional capabilities or functionality to theSoftware.7. Payment. Payment of the license fee shall be made upon delivery ofthe Software. Payment of any other amount owed by Licensee to Developerpursuant to this Agreement shall be paid immediately following invoicefrom Developer. In the event any overdue amount owed by Licensee is notpaid following thirty (30) days written notice from Developer, then inaddition to any other amount due, Developer may impose and Licenseeshall pay a late payment charge at the rate of one percent (1%) permonth on any overdue amount.8. Taxes. In addition to all other amounts due hereunder, Licenseeshall also pay to Developer, or reimburse Developer as appropriate, allamounts due for property tax on the Software and for sales, use, excisetaxes or other taxes which are measured directly by payments made byLicensee to Developer. In no event shall Licensee be obligated to payany tax paid on the income of Developer or paid for Developer'sprivilege of doing business.9. Warranty Disclaimer. DEVELOPER'S WARRANTIES SET FORTH IN THISAGREEMENT ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESSOR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OFMERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.10. Limitation of Liability. Developer shall not be responsible for,and shall not pay, any amount of incidental, consequential or otherindirect damages, whether based on lost revenue or otherwise, regardlessof whether Developer was advised of the possibility of such losses inadvance. In no event shall Developer's liability hereunder exceed theamount of license fees paid by Licensee, regardless of whetherLicensee's claim is based on contract, tort, strict liability, productliability or otherwise.11. Government End Users. If Licensee is or is acting on behalf of anagency or instrumentality of the United States Government, the Software,as applicable, is "commercial computer software" and "commercialcomputer software documentation" and pursuant to FAR 12.212 or DFARS 2277202 and their successors, as applicable, use, reproduction anddisclosure of the Software is governed by the terms of this Agreement.12. Contracting Parties. If the Software is installed on any computerowned by a corporation or other legal entity, then this Agreement isformed by and between Developer and such entity. The individualexecuting this Agreement represents and warrants to Developer that theyhave the authority to bind such entity to the terms and conditions ofthis Agreement.13. No Assignment. Neither this Agreement nor any interest in thisAgreement may be assigned by Licensee without the prior express writtenapproval of Developer.14. Export. The Software may contain strong encryption that is subjectto the laws and regulations of the US Government. Licensee agrees andcertifies that neither the Software nor any other technical datareceived from Developer, nor the direct product thereof, will beexported, re-exported, or transferred except as authorized and aspermitted by the laws and regulations of the United States Government. Prohibited exports include but are not limited to; the export,re-export, or transfer of the Software or technical data to anyprohibited entities or destinations subject to the US Government'scurrent list of restricted or embargoed countries, any parties currentlylisted on the US Government's Denied Parties or Specially DesignatedNational list, and any proliferation activities prohibited by the USGovernment such as chemical, biological, nuclear or missile technology.15. Governing Law. This Agreement shall be construed and enforced inaccordance with the laws of the state of Alaska without giving effect toits conflict of laws provisions. The United Nations Convention onContracts for the International Sale of Goods is expressly disclaimedand shall not apply. Any claim arising out of or related to thisAgreement must be brought exclusively in a federal or state courtlocated in Matanuska Susitna Borough, Alaska and Licensee consents tothe jurisdiction of such courts.16. Severability. If any term of this Agreement is held by a court ofcompetent jurisdiction to be invalid or unenforceable, then thisAgreement, including all of the remaining terms, will remain in fullforce and effect as if such invalid or unenforceable term had never beenincluded.17. Headings. Headings used in this Agreement are provided forconvenience only and shall not be used to construe meaning or intent.18. Final Agreement. This Agreement terminates and supersedes all priorunderstandings or agreements on the subject matter hereof.John LowreyNorthern Softworks12110 Business Blvd. #6 PMB 177
