LICENSE AGREEMENT FOR AGILEENGINE'S AJAXSWING SOFTWARE PRODUCT 

IMPORTANT - READ CAREFULLY: 
This AjaxSwing End-User License Agreement 
("License" or "Agreement") is a binding contract between you and 
AgileEngine ("AgileEngine") for AgileEngine's AjaxSwing ("Software" or 
"Product"), which includes computer software and may include related 
media, printed materials, and "online" or electronic documentation. Upon 
installing the software product, you agree to be bound by the terms of 
this License. Any installation or use of the AjaxSwing Product will 
signify acceptance of, and your agreement to be bound by, this License. 
If you determine that you do not agree to the terms of this License, do 
not install or use the Product and if you received the product by other 
than electronic means, return it immediately to AgileEngine. 

AgileEngine LICENSE 
AjaxSwing means the current or future AgileEngine's 
AjaxSwing product and any additional modules, if any, licensed to you 
from AgileEngine, that are installed on computer(s) acting as server(s). 
Additional software components may have been distributed to you along 
with the Product. Except as otherwise specifically stated in a separate 
license agreement provided with any such component, such additional 
components are subject to this License. The Product is protected by 
copyright laws and international copyright treaties, as well as other 
intellectual property laws and treaties. The Product is licensed, not 
sold. 

1. GRANT OF LICENSE. 
This License grants you the following perpetual, 
non-exclusive and non-transferable rights: a) Installation and Use. 
Subject to the test server, back-up and disaster recovery rights stated 
elsewhere in this License, you may install the Product where the 
application is located based on the number of concurrent users per 
application according to purchased license restrictions. b) Business Use 
– Once installed in accordance with this License, you may use the 
Product only in the conduct of your own or your Affiliates' business and 
may not, directly or indirectly use the Product to process the work of 
any third party. "Affiliates" means any entity controlled by, or under 
common control with, you, the individual or entity purchasing this 
License. c) Other Restrictions on Use – Your rights under this License 
shall not include the right to grant sublicenses or transfer (including 
transfer by rental or lease) the Product or any part thereof. Any 
attempt to grant sublicenses or transfer any rights shall be considered 
a breach of this Agreement. You may not create derivative works from, 
reverse engineer, decompile, or disassemble the Product except to the 
extent the foregoing restriction is expressly prohibited by applicable 
law. d) Disaster Recovery and Backup – You may maintain the Product on a 
separate disaster recovery site provided that the installation is solely 
for the purposes of backup and emergency use. In addition, after 
installation of the Product pursuant to this License, you may keep the 
original media on which the Product was provided solely for archival 
purposes or for reinstallation of the Product in accordance with the 
terms of this License. 

2. SUBSEQUENT RELEASES. 
A Product labeled as a subsequent release (or 
similar term) replaces and/or supplements the product originally 
licensed, and following the subsequent release you may use the resulting 
Product only in accordance with the terms of this License. Such releases 
include enhancements and corrections of and modifications and additions 
to the Product. Releases also include later versions of the Product. For 
the first year of this agreement and upon payment of the annual 
maintenance fee every year thereafter, you will receive for your use all 
releases issued by AgileEngine. Use of such releases will be governed by 
and subject to the terms of this Agreement relating to the reproduction 
and use of the Product. 

3. OWNERSHIP. 
The Product is licensed, not sold. Title and copyrights in 
and to the Product, accompanying printed materials, and any copies you 
are permitted to make herein are owned by AgileEngine. 

4. DUAL-MEDIA SOFTWARE. 
You may receive the Product in more than one 
medium. Regardless of the type or size of medium you receive, you may 
use only the medium that is appropriate for your hardware devices. You 
may not loan, rent, lease, or otherwise transfer any unused medium to 
another user. 

5. EXPORT CONTROLS. 
You agree and certify that no technical data 
received from AgileEngine, nor the direct product thereof, will be shipped, 
transferred or exported, directly or indirectly, to any country in 
violation of any applicable law, including the United States Export 
Administration Act and the regulations thereunder. 

6. TERMINATION. 
You may terminate this License by destroying or 
returning to AgileEngine the Product and all copies thereof. If you fail to 
comply with any provisions of this Agreement, each of which is 
considered to be the essence of this Agreement, AgileEngine may immediately 
terminate this Agreement if you do not pay maintenance fees when due or 
if you breach any provisions of this License and do not cure such breach 
within thirty days (30) of AgileEngine's notification to you of such 
breach. Upon termination, you shall immediately cease use of the Product 
and, at the option of AgileEngine, shall either promptly return to AgileEngine 
all copies of the Product in your possession or destroy all such copies, 
and shall certify in writing that all such copies have been returned or 
destroyed. 

7. LIMITED WARRANTY. 
AgileEngine has no control over the conditions under 
which you use the Product and subsequent updates and does not and cannot 
warrant the results obtained by such use. a) LIMITED WARRANTY. In 
addition to warranting that it has the right to grant the license 
contained in this Agreement, AgileEngine warrants that the media on which 
the Product is delivered and any user manuals to be leased under the 
terms of this Agreement are free of defects in material and workmanship 
under normal use for a period of thirty (30) days following shipment. 
AgileEngine further warrants that the Product and any subsequent updates 
will perform substantially in accordance with the accompanying written 
materials such as those specifications found in the user manual or 
documentation provided in effect as of the date of this Agreement for 
a period of thirty (30) days from the date of receipt. AgileEngine does not 
warrant that the functions contained in the Product or in any subsequent 
update will meet your requirements or that operation of the Product will 
be uninterrupted or error free. This Limited Warranty does not cover any 
copy of the Product or update or any user manual which has been altered 
or changed in any way, or if failure of the Product has resulted from 
accident, abuse, or misapplication. AgileEngine is not responsible for 
problems caused by changes in or modifications to the operating 
characteristics of any computer hardware or operating system for which 
the Product is procured, nor is AgileEngine responsible for problems which 
occur as a result of the use of the Product in conjunction with software 
or hardware which is incompatible with the Product. To the extent 
allowed by applicable law, implied warranties on the Product, if any, 
are limited to thirty (30) days. Some states/jurisdictions do not allow 
limitations on duration of an implied warranty, so the above limitation 
may not apply to you. b) CUSTOMER REMEDIES. AgileEngine's entire liability 
and your exclusive remedy shall be the replacement by AgileEngine of any 
magnetic media or user manual not meeting AgileEngine's "Limited Warranty." 
In addition, while in no sense warranting that the operation of the 
Product will be uninterrupted or error free, AgileEngine will make best 
efforts to supply you with corrected versions of the Product through 
updates to correct any errors which you find in the Product during the 
warranty period and which prevent the Product from substantially 
performing as described in the accompanying written materials. Any 
replacement Product will be warranted for the remainder of the original 
warranty period or thirty (30) days, whichever is longer. Outside the 
United States, neither these remedies nor any product support services 
offered by AgileEngine are available without proof of purchase from an 
authorized source. You must notify AgileEngine of any breach of warranty 
within the warranty period to be entitled to remedy. c) TO THE MAXIMUM 
EXTENT PERMITTED BY APPLICABLE LAW, AGILEENGINE AND ITS DISTRIBUTORS 
DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, 
INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF 
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND 
NON-INFRINGEMENT, WITH REGARD TO THE PRODUCT, AND THE PROVISION OF OR 
FAILURE TO PROVIDE SUPPORT SERVICES. The above limited warranty gives 
you specific legal rights. You may have others, which vary amongst 
jurisdictions. The warranties contained in Subsection a) of this Section 
are made in lieu of all other express warranties, whether oral or 
written. Only an authorized officer of AgileEngine may make modifications 
to this warranty or additional warranties binding on AgileEngine, and such 
modifications or warranties must be in writing. Accordingly, additional 
statements such as those made in advertising or presentations, whether 
oral or written, do not constitute warranties by AgileEngine and should not 
be relied upon as such. d) Any statements made by a dealer or any other 
third party other than AgileEngine are not warranties and cannot be relied 
on by you. AgileEngine shall not be liable for any claimed non- conformance 
of the Software Product under Article 35(2) of the United Nations 
Convention on Contracts for the International Sale of Goods, even if 
that Convention were to be determined applicable to this license and the 
underlying transactions. e) LIMITATION OF LIABILITY. TO THE MAXIMUM 
EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AGILEENGINE OR ITS 
DISTRIBUTORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR 
CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES 
FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS 
INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR 
INABILITY TO USE THE PRODUCT OR THE FAILURE TO PROVIDE SUPPORT SERVICES, 
EVEN IF AGILEENGINE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN 
ANY CASE, AGILEENGINE'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS 
LICENSE SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE 
PRODUCT. Because some jurisdictions do not allow the exclusion or 
limitation of liability, the above limitation may not apply to you. 

9. US GOVERNMENT RESTRICTED RIGHTS. 
The Product and documentation are 
provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the 
Government is subject to restrictions as set forth in subparagraph 
(c)(1)(ii) of the Rights in Technical Data and Computer Software clause 
at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial 
Computer Software—Restricted Rights at 48 CFR 52.227-19, as applicable. 

10. TERM. 
This Agreement is effective from the date of its execution to 
a date of one year from that date unless terminated earlier by either 
party because of the default of the other party in any obligation under 
this Agreement. 

11. ANNUAL MAINTENANCE FEE. 
On the date of the anniversary of this 
Agreement, you may pay an annual maintenance fee. Payment of the fees 
entitle you to product updates, releases and technical support. 

12. RENEWAL OF LICENSE. 
The License granted under this Agreement and the 
terms of this Agreement shall be automatically renewed upon the 
continued payment of the annual maintenance fee unless either party 
notifies the other in writing of an intent to terminate or a request to 
modify terms at least sixty (60) days prior to the expiration date of 
this Agreement. In the event no notice of termination or request to 
modify is sent by either party, this Agreement, its license and terms, 
shall be renewed for the term of one year. If either party notifies the 
other of an election to terminate sixty (60) days prior to the 
Agreement's expiration date or if the parties cannot agree on the 
proposed modifications, the license will terminate upon the expiration 
of the Agreement. 

13. TAXES. 
You are required to pay all local, state and federal taxes 
(but excluding taxes imposed on AgileEngine income) levied or imposed by 
reason of the transactions contemplated in this Agreement. You shall 
promptly pay to AgileEngine an amount equal to any such tax(es) actually 
paid or required to be collected by AgileEngine. 

14. INDEMNIFICATION. 
AgileEngine, at its own expense, will defend any 
action brought against AgileEngine to the extent that it is based on a 
claim that the Product or any subsequent update used within the scope of 
this Agreement infringes any patent, copyright, license, trade secret, 
or other propriety right, provided we are immediately notified in 
writing of such a claim. AgileEngine shall have the right to control the 
defense of all such claims, lawsuits, and other proceedings. In no event 
shall you settle any such claim, lawsuit or proceeding without AgileEngine 
prior written approval. AgileEngine shall have no liability for any claim 
under this Section if a claim for patent, copyright, license, or trade 
secret infringement is based on the use of a superseded or altered 
version of the Product if such infringement would have been avoided by 
use of the latest unaltered version of the Product available as an 
update. 

15. ARBITRATION. 
If you acquired this product in the United States, this 
Agreement is governed by the laws of the Commonwealth of Virginia. If 
this product was acquired outside the United States, then local law may 
apply. Except for the right of either party to apply to a court of 
competent jurisdiction for a temporary restraining order, a preliminary 
injunction, or other equitable relief to preserve the status quo or 
prevent irreparable harm, any controversy or claim arising out of or 
relating to this Agreement shall be settled by binding arbitration 
administered by the American Arbitration Association and pursuant to its 
rules, and judgment upon the award rendered in such arbitration may be 
entered in any court of competent jurisdiction. 

16. MARKETING. 
You agree to be identified as a customer of AgileEngine and 
you agree that AgileEngine may refer to you by name, trade name and 
trademark, if applicable, and may briefly describe your business in 
AgileEngine's marketing materials and web site. You hereby grant AgileEngine a 
license to use your name and any of your trade names and trademarks 
solely in connection with the rights granted to AgileEngine pursuant to 
this marketing section. 

17. PRIVACY POLICY
AgileEngine does not collect or share personal information.

18. GENERAL. 
This Agreement will inure to the benefit of AgileEngine, its 
successors, and assigns. Each party acknowledges that it has read this 
Agreement and understands it, and agrees to be bound by its terms, and 
further agrees that they are the complete and exclusive statement of the 
agreement between the parties which supercedes and merges all prior 
proposals, understandings, and all other agreements, oral and written, 
between the parties relating to this Agreement. If any provision of the 
Agreement is deemed invalid by a court of competent jurisdiction, such 
provisions shall be enforced to the maximum extent permitted and the 
remainder will remain in full force. 

Should you have any questions concerning this License, or if you desire 
to contact AgileEngine for any reason, please email us at 
info@agileengine.com 
