$Id: LICENSE,v 1.9 2002/04/08 21:46:05 crowland Exp crowland $

END USER SERVICE AGREEMENT FOR PSIONIC TECHNOLOGIES

NOTICE TO END USER:

THIS IS A BINDING CONTRACT. BY DOWNLOADING OR USING THIS SOFTWARE YOU ACCEPT
ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THE
TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT USE THE SOFTWARE AND REMOVE
AND DESTROY ANY FILES YOU HAVE DOWNLOADED.

This Psionic Technologies, Inc. ("Psionic Technologies") End User Service
Agreement ("Agreement") is a legal agreement between you (either an
individual or an entity) ("You" or "Your") and Psionic Technologies
(formerly "Psionic Software") and sets forth the terms and conditions
governing Your use of Psionic Technologies' proprietary services and
products, in object code, including updates and upgrades, if any, provided
by Psionic Technologies, and related explanatory materials and documentation
(collectively, the "Software").

The Software is being provided to you free of charge. Therefore, You agree
to assume all risks associated with the use or inability to use the
Software.

The Software is protected by copyright laws and international treaties, as
well as other intellectual property laws and treaties.

1. GRANT OF LICENSE. Subject to the terms and conditions of this Agreement,
Psionic Technologies hereby grants to You, and You accept, a nonexclusive,
royalty-free, perpetual and nontransferable license to use only for Your
internal use. You agree that You will not assign, sublicense, transfer,
pledge, lease, rent, or share Your rights under this Agreement. You may make
unlimited archival copies of the Software, provided that You affix to such copy
all copyright, confidentiality, and proprietary notices that appear on the
original. Except as authorized under this paragraph, no copies of the
Software or any portions thereof may be made by You or any person under Your
authority or control. Psionic Technologies reserves all rights not expressly
granted to You under this Agreement.

2. LICENSE RESTRICTIONS. Notwithstanding any provisions in this Agreement to
the contrary, You may not (a) modify or make derivative works of
the Software for non-internal use, except to the extent inherent in the
use of the Software, (b) reproduce or use the Software except as expressly
permitted herein. You may redistribute the Software in its entirety as long as
you include a copy of this Agreement with the redistributed Software. Since
some of the Software is distributed in source code form, no part of the Software,
including the source code and object code, may be copied or used in any other
software or service where a fee is charged without commercial licensing.
Notwithstanding the above, this software may be distributed in any freely available
operating system package provided that a fee is not charged for the software's
functionality or feature directly.

3. PROPRIETARY RIGHTS. The Software is licensed, not sold. All rights, title
and interests in the Software (including but not limited to any images,
photographs, animations, video, audio, music, text and "applets"
incorporated into the Software), and any copies of the Software are owned by
Psionic Technologies. You may not remove the copyright or other proprietary
notices from the Software.

4. CONFIDENTIALITY. The Software contains trade secrets and other
confidential and proprietary information of Psionic Technologies and its
licensors. You agree to hold in confidence, not disclose (except with
Psionic Technologies' express written consent) and not use (except as
expressly provided herein) the Software, and ensure that there is no breach,
compromise or violation by Your employees, consultants, or independent
contractors of such confidentiality obligations and Psionic Technologies'
trade secrets. You recognize and agree that there is no adequate remedy at
law for a breach of this Section 4, that such breach would irreparably harm
Psionic Technologies for which monetary damages would not be an adequate
remedy and that Psionic Technologies is entitled to equitable relief
(including, without limitation, injunctions) with respect to any such breach
or potential breach in addition to any other remedies.

5. NO WARRANTY. ANY USE BY YOU OF THE SOFTWARE IS AT YOUR OWN RISK. THE
SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. PSIONIC
TECHNOLOGIES IS NOT OBLIGATED TO PROVIDE ANY SUPPORT FOR THE SOFTWARE OR
PATCHES, UPDATES OR UPGRADES TO THE SOFTWARE. PSIONIC TECHNOLOGIES AND ITS
LICENSORS DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS, STATUTORY OR
IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE,
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SOME
JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO THE ABOVE
EXCLUSION MAY NOT APPLY TO YOU. TO THE EXTENT THAT SUCH EXCLUSIONS DO NOT
APPLY TO YOU, ALL WARRANTIES REQUIRED BY LAW SHALL EXTEND FOR ONLY SUCH
PERIOD AS REQUIRED BY LAW OR THIRTY (30) DAYS FROM YOUR INITIAL ACCEPTANCE
OF THESE TERMS, WHICHEVER PERIOD IS SHORTER. THE SOFTWARE IS NOT DESIGNED OR
LICENSED FOR USE IN ANY NUCLEAR, AVIATION, MASS TRANSIT, MEDICAL APPLICATION
OR IN ANY OTHER INHERENTLY DANGEROUS APPLICATIONS. YOU WARRANT THAT YOU WILL
NOT USE THE SOFTWARE FOR THESE PURPOSES.


6. NO LIABILITY FOR DAMAGES. In no event shall Psionic Technologies or its
licensors be liable for any damages whatsoever (including, without
limitation, incidental, direct, indirect, special and consequential damages,
damages for loss of business profits, business interruption, loss of
business information, loss or corruption of data, or other pecuniary loss),
whether based on contract, tort (including negligence), strict liability or
other legal or equitable theory, arising out of the use or inability to use
the Software or arising out of or related to this Agreement, even if advised
of the possibility of such damages. BECAUSE SOME JURISDICTIONS DO NOT ALLOW
THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL
DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY. TO THE EXTENT THAT SUCH
LIMITATION DOES NOT APPLY TO YOU, IN NO EVENT SHALL PSIONIC TECHNOLOGIES'
AND ITS LICENSOR'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS
AGREEMENT, INCLUDING, BUT NOT LIMITED TO THE USE OF OR INABILITY TO USE THE
SOFTWARE, EXCEED $100.00.

7. YOUR INDEMNITIES. You will indemnify and hold Psionic Technologies
harmless from all actual liabilities, damages, losses, costs and expenses
(including, but not limited to, attorneys' fees) incurred by Psionic
Technologies to the extent arising out of any legal action based on (a) any
breach of this Agreement by You; (b) any claim by a third party that Psionic
Technologies, due to Your use of the Software, is liable for contributory
infringement of a copyright, patent, trade secret, or other proprietary
right of a third party, provided that this indemnity will not apply to any
claim to the extent the Software as delivered by Psionic Technologies
infringes on a proprietary right of a third party; or (c) any claim by a
third party that Psionic Technologies, due to Your use of or inability to
use the Software, is liable to a third party in tort or under statutory
liability, including, without limitation, defamation, invasion of privacy,
or similar theories of law.

8. TERMINATION. This Agreement shall remain effective until terminated by
either party. Psionic Technologies reserves the right, at its sole
discretion, to terminate this Agreement immediately if You have breached the
terms and conditions hereof or of Your Psionic Technologies and Service
License Agreement or Web Site User Agreement. You may terminate this
Agreement at any time by ceasing to use the Software. Upon termination of
this Agreement for any reason, You shall cease using the Software and remove
and destroy all copies of the Software in Your possession. The provisions of
Sections 3, 4, 5, 6, 7, 8, 9, 11 and 14 shall survive termination.

9. GOVERNING LAW. The parties expressly agree that the rights and
obligations of each will be governed by the laws of the State of Texas
excluding its choice of law rules. You hereby irrevocably consent to the
nonexclusive jurisdiction and venue of the federal and state courts located
in Travis County, Texas, with respect to any dispute arising out or related
to this Agreement and agree not to commence or prosecute any claim or
proceeding relating to any such dispute other than in the aforementioned
courts. The parties expressly agree that the rights and obligations of each
will not be governed by the U.N. Convention on Contracts for the
International Sale of Goods.

10. THIRD PARTY BENEFICIARIES. You are hereby notified that persons and
entities which have licensed software to Psionic Technologies for inclusion
in the Software are third party beneficiaries to this Agreement as it
applies to their respective software included in the Software.

11. EXPORT. You represent and warrant that you are entitled under United
States export laws and regulations to obtain a copy of and use the Software
pursuant to the terms of this Agreement. You agree to comply with all export
laws and restrictions and regulations of the United States Department of
Commerce or other United States agency or authority, and not to directly or
indirectly export, or allow the export or re-export of the Software or
derivatives of the Software or any copy or any direct product thereof in
violation of any such restrictions, laws or regulations, or without all
required licenses and authorizations.

12. US GOVERNMENT RESTRICTED RIGHTS. If You are an agency, department, or
other entity of the United States Government, the use, duplication,
reproduction, release, modification, disclosure or transfer of the Software,
manuals, or any technical specifications, or any related documentation of
any kind, including technical data ("Software and documentation"), is
restricted in accordance with Federal Acquisition Regulation ("FAR") 12.212
for civilian agencies and Defense Federal Acquisition Regulation Supplement
("DFARS") 227.7202 for military agencies. The Software and documentation is
commercial computer software and commercial computer software documentation.
The use of the Software and documentation is further restricted in
accordance with the terms of this Agreement, or any modification thereto.

13. NO ASSIGNMENT. You may not assign or otherwise transfer in whole or in
part or in any manner any rights, obligations, or any interest in or under
this Agreement without Psionic Technologies' prior written consent and any
attempted assignment will be void. A merger or other acquisition by a third
party will be treated as an assignment.

14. MISCELLANEOUS. If any provision of this Agreement shall be held illegal
or unenforceable, that provision shall be limited or eliminated to the
minimum extent necessary so that this Agreement shall otherwise remain in
full force and effect, and enforceable. Any waivers or amendments shall be
effective only if made in writing. This Agreement is the complete and
exclusive understanding between You and Psionic Technologies and supersedes
and cancels all prior and contemporaneous written and oral agreements and
communications relating to the subject matter of this Agreement. Psionic
Technologies' failure to enforce any provision of this Agreement shall not
be deemed a waiver of such provision.

15. NOTICE. Should You have any questions concerning this Agreement, or if
You desire to contact Psionic Technologies for any reason, please write to
Psionic Technologies at Psionic Technologies, Inc., 7501B North Capital of
Texas Hwy, Austin, Texas 78731 U.S.A or send e-mail to: contracts@psionic.com.

Psionic Technologies is a trademark of Psionic Technologies, Inc.

© 2002, Psionic Technologies, Inc. All rights reserved.

