Software License

LIMITED USE SOFTWARE AND DATA LICENSE AGREEMENT ALERION

Please read this document carefully before opening the software envelope.

IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT OPEN THE SOFTWARE ENVELOPE.  PROMPTLY RETURN, WITHIN FIFTEEN (15) DAYS THE ENTIRE UN-OPENED PACKAGE WITH ALL OF ITS CONTENTS TO PHOENIX INFORAMATION SYSTEMS (P.I.S.) FOR A FULL REFUND OF LICENSE FEE.

You, as the User, assume full responsibility for the selection of the software and its associated data and/or information to achieve his/her intended results, and for the installation, use and results obtained from the software.

THIS DOCUMENT STATES THE TERMS AND CONDITIONS UPON WHICH PHOENIX INFORMATION SYSTEMS, LLC, ("P.I.S.") OFFERS TO LICENSE THE SOFTWARE ENCLOSED AND ITS ASSOCIATED DATA AND/OR INFORMATION.  BY USING THIS SOFTWARE OR OPENING THIS ENVELOPE, YOU ARE AGREEING TO BECOME BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.  THE SOFTWARE ENCLOSED AND ITS ASSOCIATED DATA AND/OR INFORMATION AS SUPPLIED BY P.I.S. IS LICENSED, NOT SOLD, TO YOU FOR USE ONLY UNDER THE TERMS OF THIS LICENSE AND P.I.S. RESERVES ALL RIGHTS NOT EXPRESSLY GRANTED TO YOU UNDER THIS AGREEMENT.

1. License:	The User acknowledges that the programs, and documents contained in the package and underlying ideas, algorithms, concepts, procedures, processes, principals and methods of operation are confidential and contain trade secrets, and User shall use its best efforts to maintain the confidentialities thereof.

User acknowledges that all intellectual property rights and the programs and documents are owned by P.I.S.  Without limiting the generality of the preceding sentence, the programs, documents and user manuals are copyrighted and may not be copied except as specifically allowed by this license for backup purposes and to load the program on to the computer as part of executing the programs.  All other copies of the programs and related user manuals are in violation of this agreement.  The copyright protection claim also includes all forms and matters of copyrightable materials and information not allowed by statutory or common law or hereinafter granted including, without limitation, material generated from the software programs that are displayed on the screen such as icons and screen displays.  The programs and documents may contain trade secrets and are subject to the protection of the Oregon Uniform Trade Secrets Act.

The User acknowledges that this licensing agreement unless modified by P.I.S. also applies to subsequent purchases of software and data, and any updated versions of the program and materials including any upgrades and enhancements related thereto.  Any receipt of an updated version and the use thereof is subject to this licensing agreement's application thereto.

User may not sublease, assign or otherwise transfer the software and documents to any other person or business entity without the prior written consent of P.I.S.

This license allows you to: (a) Use the software and its associated data and/or information for your organization only on a single computer, for which it was designed. (b) Make copies of the software and its associated data and/or information in machine readable form, solely for backup purposes; and (c) Physically transfer the programs from one computer to another provided that the programs are used on only one computer at a time.

If you have purchased a multiple seat license of this software, you may install this software on one computer for each seat license. P.I.S. may adopt from time to time mechanical or electronic methods that P.I.S. deems necessary to protect you and to control unauthorized use or distribution of the programs.

2. Restrictions:  (a) You may not market, distribute or transfer copies of the software and its associated data and/or information to others outside your organization.  The software and its associated data and/or information  contain intellectual property and in order to protect them you may not decompile, reverse compile, reverse engineer, reverse translate, disassemble or otherwise reduce the software or its associated data and/or information to a human readable form or distribute them to any third party.  YOU MAY NOT MODIFY, ADAPT, TRANSLATE, RENT, SELL, GIVE, LEASE OR LOAN THE SOFTWARE OR ITS ASSOCIATED DATA AND/OR INFORMATION OR CREATE DERIVATIVE WORKS BASED ON THE SOFTWARE, ITS ASSOCIATED DATA AND/OR INFORMATION OR THE ACCOMPANYING WRITTEN MATERIALS.  (b)  The software, its associated data and/or information and accompanying written materials are copyrighted.  Unauthorized copying is expressly forbidden.  You may be held legally responsible for any copyright infringement that is caused or encouraged by your failure to abide by the terms of this license.  (c)  You understand that P.I.S. may upgrade, enhance, or revise the software and in doing so incurs no obligation to furnish such upgrades to you.  (These changes may render the software obsolete.)  Consequently, P.I.S. reserves the right to terminate this agreement as to such prior versions of the software.

No distributor, dealer, salesperson, employee or agent of P.I.S or any other entity or person is authorized to expand or alter this warranty or this agreement without the prior written consent of P.I.S.

3. Termination:  

A.  Automatic Termination. This license is effective until terminated.  Except for sections 4, 5 and 6, this license shall terminate automatically upon the earlier of:  (a) Breach of your obligations under the license; (b) P.I.S.'s written termination of this license; or (c) By your nonpayment of any outstanding monies owed to P.I.S.  Upon termination you agree that you will immediately discontinue the use of and destroy all copies of the software and its associated data and/or information and return to P.I.S. any and all pieces of electronic media supplied by P.I.S.

B. License Expiration. This license terminates one year from date of purchase or renewal. Up to 30 days prior to license termination, User may choose to renew this license for the current re-licensing fee as established by P.I.S. at the sole discretion of P.I.S.

4. Limited Warranty:

A.  What is Covered.  P.I.S. warrants to User that the Magnetic Media on which the enclosed Programs are recorded are free from defects in material and workmanship under normal use.  P.I.S. does NOT warrant that the operation of the software and its associated data and/or information will meet your requirements or that the operation of the software and its associated data and/or information will be uninterrupted or error-free.	

B.  For How Long.  The warranty covering the Magnetic Media is made for sixty (60) days from the date of the original delivery to User.

C.  What P.I.S. Will Do.  P.I.S. will replace any Magnetic Media that proves defective in materials or workmanship on an exchange basis without charge.  If P.I.S. is unable to replace defective Magnetic Media within a reasonable time, P.I.S. will, as its sole and exclusive option, either replace the Magnetic Media with a functionally equivalent Magnetic Media without charge or refund all or part of the fees paid for licensing the Programs contained on the Magnetic Media.  These are User's sole and exclusive remedies for any breach of warranty.

D.  What P.I.S. Will Not Do.  P.I.S. does not warrant that the Programs will meet User's requirements or that the operation of the Programs will be uninterrupted or error-free in all circumstances.  The warranty does not cover any Magnetic Media that have been subject to damage or abuse.  The warranty does not cover any Programs that have been altered or changed in any way by anyone other than P.I.S.  P.I.S. is not responsible for problems caused by changes in the operating characteristics of computer hardware or computer operating systems, nor for problems in the interaction of the Programs with non-P.I.S. software.

E.  Return of Defective Item.  The original User must return the defective Magnetic Media, shipping prepaid, to P.I.S.

5. Disclaimer: USER AGREES THAT THE FOREGOING LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES OF P.I.S. AND P.I.S. DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON INFRINGEMENT OF THIRD PARTY RIGHTS.  NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY P.I.S., ITS DEALERS, DISTRIBUTORS, AGENTS, EMPLOYEES, REPRESENTATIVES OR ASSOCIATES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY UNLESS AGREED TO IN WRITING BY P.I.S..  ANY SUCH REPRESENTATIVES WILL NOT BIND P.I.S..  USER ASSUMES ENTIRE RISK AS IT APPLIES TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE AND ITS ASSOCIATED DATA AND/OR INFORMATION.  SHOULD THE SOFTWARE AND ITS ASSOCIATED DATA AND/OR  INFORMATION PROVE DEFECTIVE, YOU (AND NOT P.I.S.) ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING REPAIR OR CORRECTION.

6. Limitation of Remedies and Liability:  NEITHER P.I.S. NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE PROGRAMS AND SERVICES RELATED THERETO, OR EQUIPMENT (INCLUDING COMPUTERS AND MACHINES) AND SERVICES RELATED THERETO, SHALL BE LIABLE TO USER OR ANY PARTY CLAIMING THROUGH USER FOR ANY DAMAGES OR EXPENSES OF ANY TYPE, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOST SAVINGS, LOST BUSINESS, LOSS OF ANTICIPATED BENEFITS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES, DIRECT OR INDIRECT, SPECIAL OR GENERAL, ARISING OUT OF THE USE OR INABILITY TO USE SUCH PROGRAMS OR EQUIPMENT, WHETHER ARISING OUT OF CONTRACT, NEGLIGENCE, TORT OR UNDER ANY WARRANTY OR OTHERWISE AND WHETHER CAUSED BY DEFECT, NEGLIGENCE, BREACH OF WARRANTY, DELAY IN DELIVERY OR OTHERWISE, EVEN IF P.I.S. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR FOR ANY OTHER CLAIM BY ANY OTHER PARTY.  NO OBLIGATION OR LIABILITY SHALL ARISE OR FLOW FROM P.I.S. RENDERING TECHNICAL OR OTHER ADVICE IN CONNECTION WITH EQUIPMENT, P.I.S. PROGRAMS OR P.I.S. SERVICES, INCLUDING BUT NOT LIMITED TO, P.I.S. INSTALLATION AND TRAINING SERVICES AND ANNUAL SUPPORT AND MAINTENANCE SERVICES.  P.I.S.'S LIABILITY FOR DAMAGES IN NO EVENT SHALL EXCEED THE LICENSE FEE PAID FOR THE RIGHT TO USE THE PROGRAMS.

7. Phoenix Information Systems, LLC ("P.I.S."):  P.I.S is an Oregon Limited Liability Company, with its principal members at 3470 Pipebend Place NE, Suite 100, Salem, Oregon 97301, USA.  P.I.S. can be contacted by calling 503-399-9270.

8. General:  (a) This license shall be governed and interpreted, except the federal laws which govern trademarks and copyrights, in accordance with the laws of the State of Oregon.  This agreement has been made entirely within the State of Oregon.  If any suit or action is filed by any party to enforce this license or otherwise with respect to the subject matter of this license, venue SHALL  be in the federal or state courts in Salem, Oregon.  The parties further agree that this provision shall survive the termination of this agreement and that NO ACTION, regardless of form arising hereunder, may be instituted by either party more than one (1) year after the cause of action arose, or, in the case of nonpayment, more than two (2) years from the date of the last payment, except that the above limitations shall not apply to the enforcement of any of P.I.S.'s intellectual property rights.  In any such action, the prevailing party shall be entitled to its reasonable attorney fees at trial or on appeal thereof, as awarded by the court.  This license shall be construed in such a fashion as to make each provision enforceable to the maximum extent possible under law.  (b)  User acknowledges that User has read this agreement, which comprises of all the terms and conditions in this agreement, understands each and every term and condition of it, and agrees to be bound by its terms and conditions.  User agrees that this agreement is the complete and exclusive statement of the agreement between P.I.S. and User and that this agreement supersedes all prior and contemporaneous agreements, proposals, negotiations or discussions, oral or written, relating to the subject matter herein.  No course of dealing or usage of trade or course of performance shall be relevant to explain or supplement any terms expressed herein.  User further agrees that no representations or statements of any kind, including but not limited to, dealer advertising, presentations, oral or written, made by any agent or representative of P.I.S. which are not stated herein shall be binding on User or P.I.S.  Failure or delay in enforcing any right to a provision of this agreement shall not be deemed as a waiver of such provisions or right in respect to any subsequent breach or a continuance of any existing breach.  If any provision of this license shall be held to be unenforceable by a court of jurisdiction, the remaining provisions will remain in force and effect and be enforced to the maximum extent permissible.   (c) P.I.S. shall not be in default by reason of any failure of its performance under this agreement if failure results, directly or indirectly, from, but not limited to, fire, explosion, strike, freight embargo, act of God, or the public enemy, war, civil disturbance, act of any government, de jure or de facto, or any agency or official thereof, labor shortage, transportation contingencies, unusually severe weather, default of manufacturer or supplier as a subcontractor, quarantine or restriction, epidemic or catastrophe or other similar event beyond the control of P.I.S.