SYNTEXT END-USER LICENSE AGREEMENT FOR SERNA SOFTWARE DEVELOPMENT KIT (SDK) Copyright (c) 2008-2009 Syntext, Inc. All Rights Reserved. IMPORTANT - Please Read Carefully: THIS END-USER LICENSE AGREEMENT ("EULA") IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR AN ENTITY) AND SYNTEXT, INC ("SYNTEXT"). IT GOVERNS YOUR RIGHTS TO USE SERNA SOFTWARE DEVELOPMENT KIT ("SERNA SDK"). READ THIS EULA CAREFULLY BEFORE USING SERNA SDK AND ANY ACCOMPANYING DOCUMENTATION, INCLUDING WITHOUT LIMITATION PRINTED MATERIALS, "ONLINE" FILES, OR ELECTRONIC DOCUMENTATION ("DOCUMENTATION"). BY USING SERNA SDK, YOU ARE CONFIRMING YOUR ACCEPTANCE OF THIS EULA AND AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, AS WELL AS THE SYNTEXT PRIVACY POLICY. IF YOU DO NOT AGREE TO BECOME BOUND BY THESE TERMS AND CONDITIONS, SYNTEXT IS UNWILLING TO LICENSE SERNA SDK TO YOU, AND YOU SHOULD REMOVE SERNA SDK FROM YOUR COMPUTER AND DESTROY ALL COPIES YOU HOLD OF SERNA SDK AND DERIVATIVE WORKS IMMEDIATELY. Hereinafter "Serna SDK" means the generally available version of Serna Software Development Kit, and any parts thereof, available from the Syntext web site or its associate web sites, together with all upgrades and enhancements provided to you. 1. License Serna SDK and related Documentation are licensed (not sold) to you by Syntext in accordance with the terms of this EULA. Syntext does not transfer title of Serna SDK to you; this EULA shall not be considered a "sale" of Serna SDK. This nonexclusive, nontransferable, without rights to sublicense EULA gives you some rights to use Serna SDK. Syntext reserves all other rights. You may use Serna SDK only as expressly permitted in this EULA. Each Serna SDK license includes 1 (one) Serna Enterprise license. The use of Serna Enterprise is governed by Serna Enterprise EULA located at: http://syntext.com/legal/SernaEnterpriseEULA.txt The term "Number of Licensed Users" means the number of licensed users set forth on the License Certificate authorized by Syntext that you receive with Serna SDK. You may not make more copies of Serna SDK than the Number of Licensed Users. You may install a single copy of licensed Serna SDK on an unlimited number of computers, each of which is running a validly licensed copy of the operating system for which Serna SDK is designed, provided that only the licensed designated individual user uses Serna SDK. If you are an entity, each copy of Serna SDK may be used by one designated individual user only. The total number of designated users may not exceed the Number of Licensed Users. Each copy of Serna SDK may not be used by any other person, whether or not such person is employed by or otherwise associated with your entity. You may not transfer Serna SDK to or store Serna SDK in any electronic network, including but not limited to intranets or the World Wide Web, for use by more users than the Number of Licensed Users. 2. Title Syntext and its suppliers retain all right, title and interest, including all copyright and intellectual property rights in and to Serna SDK and all copies thereof. All rights not specifically granted in this EULA are reserved by Syntext and its suppliers. As between you and Syntext, documents, files, stylesheets, program code and schemas that are authored or created by you via your utilization of Serna SDK, in accordance with its Documentation and the terms of this EULA, are your property. 3. Reverse Engineering You may not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, underlying ideas, underlying user interface techniques or algorithms of Serna SDK by any means whatsoever, directly or indirectly, except for the cases explicitly provided in the Documentation. 4. Permitted Use You are authorized to develop products using the public Application Programming Interface (API) of Serna Enterprise, integrate or use Serna Enterprise with any other software or to programmatically interface with Serna Enterprise for the purpose of enabling additional functionality normally not available in the software, for any commercial and company use. Products must be developed in compliance with the Build Requirements located at: http://www.syntext.com/legal/Serna-SDK-BuildRequirements.txt To develop commercial applications using PyQt and Qt, you must purchase a commercial PyQt license and a commercial Qt license. 5. Restrictions on Use a) You may not distribute or transfer copies of Serna SDK to any third party. b) You may not resell, rent, lease, or sublicense all or any portion of Serna SDK to any third party. c) You may not brand Serna SDK as your own or declare your own copyright on Serna SDK. d) You may not alter, merge, modify, adapt or translate Serna SDK, or decompile, reverse engineer, disassemble, or otherwise reduce Serna SDK to a human-perceivable form except for the case e) of this section. e) You may not modify Serna SDK, except for its pieces that Documentation explicitly mentions to be subject to customization or modification. 6. Intellectual Property You acknowledge that Serna SDK and any copies that you are authorized by Syntext to make are the intellectual property of and are owned by Syntext and its suppliers. The structure, organization and code of Serna SDK are the valuable trade secrets and confidential information of Syntext and its suppliers. Serna SDK is protected by copyright, including without limitation by United States Copyright Law, international treaty provisions and applicable laws in the country in which it is being used. You acknowledge that Syntext retains the ownership of all patents, copyrights,trade secrets, trademarks and other intellectual property rights pertaining to Serna SDK, and that Syntext's ownership rights extend to any images, photographs, animations, videos, audio, music, text and "applets" incorporated into Serna SDK and all accompanying printed materials, except for the 3rd party software portions available in Serna SDK that are licensed otherwise. You will take no actions which adversely affect Syntext's intellectual property rights in Serna SDK. Syntext, the Syntext logo, Syntext Serna, the Syntext Serna logo, and other Syntext logos and product and service names are trademarks of Syntext. Other company names, logos, service names and product names are trademarks or registered trademarks of their respective owners. 7. Term The license granted under this EULA commences upon License Certificate issue date and is effective in perpetuity unless terminated per the terms of this EULA. 8. Termination Without prejudice to any other rights, Syntext may terminate this EULA or your rights under this EULA at any time if you breach any of its terms and conditions. Upon termination, you shall destroy Serna SDK, any and all copies, modifications, or merged portions in any form. You may terminate this EULA at any time by destroying Serna SDK, and all related Documentation, and all copies, and installations thereof, whether made under the terms of this EULA or otherwise. The rights and obligations of the parties set forth in Section "Limitation of Liability" shall survive termination or expiration of this EULA for any reason. 9. Third Party Software Serna SDK may contain third party software which requires notices and/or additional terms and conditions. Such required third party software notices and/or additional terms and conditions are made a part of and incorporated by reference into this EULA, and are located at: http://syntext.com/downloads/serna/third-party-licenses-included-in-serna-eula.html By accepting this EULA, you are also accepting the additional terms and conditions, if any, set forth therein. 10. WARRANTY DISCLAIMER SERNA SDK IS PROVIDED TO YOU ON AN "AS-IS" BASIS. SYNTEXT PROVIDES NO WARRANTIES FOR SERNA SDK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SYNTEXT DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, SATISFACTORY QUALITY, INFORMATIONAL CONTENT, OR ACCURACY, TITLE, AND NON- INFRINGEMENT. SYNTEXT DOES NOT WARRANT THAT SERNA SDK IS ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE. YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR THE ACCURACY AND ADEQUACY OF SERNA SDK FOR YOUR INTENDED USE AND YOU WILL INDEMNIFY AND HOLD HARMLESS SYNTEXT FROM ANY 3RD PARTY SUIT TO THE EXTENT BASED UPON THE ACCURACY AND ADEQUACY OF SERNA SDK IN YOUR USE. 11. HIGH RISK ACTIVITIES WITHOUT LIMITATION, SERNA SDK IS NOT INTENDED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS, INCLUDING WITHOUT LIMITATION THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION, COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, LIFE SUPPORT, OR WEAPONS SYSTEMS, WHERE THE FAILURE OF SERNA SDK COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE ("HIGH RISK ACTIVITIES"). ACCORDINGLY, SYNTEXT AND ITS SUPPLIERS SPECIFICALLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES. YOU AGREE THAT SYNTEXT AND ITS SUPPLIERS WILL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES ARISING FROM THE USE OF SERNA SDK IN SUCH APPLICATIONS. 12. LIMITATION OF LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SYNTEXT OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE SERNA SDK, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT BE APPLICABLE TO YOU. SYNTEXT IS NOT RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF CONTENT PROVIDED BY YOU OR A THIRD PARTY THAT IS ACCESSED THROUGH THE PRODUCT AND/OR ANY MATERIAL LINKED THROUGH SUCH CONTENT. 13. Maintenance and Support As part of your Serna SDK license purchase, Syntext provides Serna SDK support for one year via email only. You can renew your Serna SDK support each year by purchasing its renewal. Serna SDK support is provided in accordance with Serna SDK Support Policy located at: http://www.syntext.com/products/serna-sdk/support-policy/index.html Your Serna SDK license purchase excludes training, learning, and education services, and technical support for source code modified by you or a third party. 14. Miscellaneous Syntext reserves the right to change the terms of this EULA at any time. Changes to the EULA will be announced on the Syntext web site. Failure to receive notification of a change does not make those changes invalid. A current copy of this EULA will be available on the Syntext web site. 15. Entire Agreement This EULA together with any documents expressly referred to in it contains the entire license agreement between you and Syntext relating to the subject matter covered and supersedes any previous EULA, arrangements, undertakings or proposals, written or oral, between you and Syntext in relation to such matters. No oral explanation or oral information given by any party shall alter the interpretation of this EULA. In agreeing to this EULA, you have not relied on any representation other than those expressly stated in these terms and conditions and you agree that you shall have no remedy in respect of any misrepresentation which has not been made expressly in this EULA.