Please read the following terms and conditions before using this software.  This document provides important information concerning the software, provides you with a restricted licence to use the software and contains warranty and liability information.

Acceptance

By downloading and/or installing this software (the "Software"), you agree to the terms of this Agreement (the "Agreement"). If you do not wish to accept this Agreement you must not install the Software.

Ownership

Promixis LLC ("Promixis") retains ownership of all intellectual property rights in the Software.  All logos, product names, software, software manuals, documentation, and other support materials are either patented, copyrighted, trademarked, constitute valuable trade secrets or are otherwise proprietary to Promixis.  You agree not to remove any product identification or notices of the proprietary restrictions.  Except as stated below, this Agreement does not grant you any intellectual property rights in the Software.

Upgrades

The term "Software" shall also include any upgrades, modified versions or updates of the Software licensed to you by Promixis.

License

You are granted a non-exclusive license to install the Software on your computer.  You may not rent, lease, resell, sublicense, translate, adapt, disassemble, reverse engineer, or de-compile the Software or otherwise attempt to discover the source code of the Software, or modify, make derivative works of or mergethe Software with any other software or program.  The Software may only be used for the sole purpose of creating software plug-ins which shall integrate exclusively with either NetRemote software or Girder software and no other third party software. This license may not be assigned or otherwise transferred without the prior written consent of Promixis.

Term of License

This Agreement shall remain in effect until terminated.  You may terminate this Agreement at any time by destroying all copies of the Software in all forms.  This Agreementwill terminate automatically if you violate any of the terms or conditions of this Agreement.  Thereupon you agree to destroy all copies of the Software in all forms.  The limitations of warranties and liability set forth in thisAgreement shall continue in force even after termination.

Disclaimer of Warranty and Liability

The Software and all accompanying documentation is provided "as is" without representations or warranties of any kind.  Promixis disclaims all warranties, either expressed or implied, including but not limited to any warranties of merchantability and fitness for a particular purpose, error free operation and non infringement.   Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusions may not apply to you.  You may also have other rights which vary from jurisdiction to jurisdiction.  You assume the entire risk of using the Software.  Promixis shall not be liable for any direct, indirect, special, incidental or consequential damages or loss (including damages for loss of business, loss of profits, loss of data or the like), whether based on breach of contract, tort (including negligence), product liability or otherwise, even if Promixis or its representatives have been advised of the possibility of such damages.  Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so this limitation or exclusion may not apply to you.  The disclaimer of warranties and limitation on liability set forth above are fundamental elements of the basis of the bargain between Promixis and you.  You agree that Promixis would not be able to provide the Software on an economic basis without such limitations.

Invalid Provisions

If any provision of this Agreement shall be declared invalid or unenforceable, it shall be severed and the remaining provisions of this Agreement shall remain in full force and effect to the fullest extent permitted by law.  In such event, each provision of this Agreement which is invalid or unenforceable shall be replaced with a provision as similar in terms to such invalid or unenforceable provision as may be possible which is legal and enforceable.

General

This Agreement is the entire agreement between Promixis and you and supersedes any other agreement, oral or written, and may not be changed except by a written signed agreement.  This Agreement shall be construed, interpreted and enforced in accordance with the laws of Minnesota and you hereby irrevocably and unconditionally submit to the non-exclusive jurisdiction of the courts of Minnesota and all courts competent to hear appeals therefrom.  This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.  This Agreement shall enure to the benefit of and shall be binding upon and enforceable by the parties and their respective heirs, personal representatives, successors and assigns, as applicable.  You may not sublicense, assign or transfer this Agreement or the Software except as expressly provided in this Agreement.  No amendment or waiver of any provision of this Agreement shall be binding unless consented to by Promixis in writing.  You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other applicable export control law, restriction or regulation.