Excelsior Academic Software License Agreement

This License Agreement (“Agreement”) is a legal agreement between you (either an individual or a single entity) and Excelsior, LLC (“Excelsior”) for the Excelsior software product identified above, which includes computer software, electronic documentation, and the associated printed materials (“Software”). By installing, copying or otherwise using the Software, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, you may not install or use the Software.

This Agreement is only offered by Excelsior to: a. Academic Institutions, defined in the sole and exclusive final determination of Excelsior as degree-granting accredited colleges, universities, graduate schools, and non-commercial research institutions; and b. professors, teachers, instructors, students, administrators, and other individuals employed by, enrolled in, or volunteering at such Academic Institutions. Excelsior reserves the right to decide on a case-by-case basis whether or not the particular person or entity qualifies for this License Agreement.

This Individual Academic License Agreement authorizes use of the Software only for teaching and non-commercial research activities. A research activity is considered non-commercial only if its results are not intended primarily for the benefit of a third party, are made available to anyone without restriction on use, copying, and further distribution, and are furnished at no more than the cost of reproduction and shipping.

SCOPE

The license set out in this Agreement applies solely and exclusively to the use of the Software on computers and/or servers used for personal computing functions (such as e-mail, web browsing, office suite productivity) or running application servers in IT infrastructure ("General Purpose Desktop Computers And Servers".)

DEVELOPMENT LICENSE

Excelsior hereby grants to you a non-exclusive, non-transferable limited license to use the accompanying Software for teaching and non-commercial research only on the following terms:

You may: a. use the Software on any single computer; b. use the Software on a second computer as long as the first and second computers are not used simultaneously; c. copy the Software for backup purposes, provided any copy must contain all of the original Software’s proprietary notices.

You may not: a. use the Software for any non-teaching activity which is a work for hire or performed under contract to conduct proprietary research or create proprietary work product for the government agencies or the private, commercial enterprises; b. distribute the Software to any third parties or permit other individuals or entities to use the Software; c. use the Software after your relationship with the Academic Institution ends; d. modify, translate, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction), or create derivative works based on the Software; e. copy the Software (except for back-up purposes); f. resell, rent, lease, sublicense or otherwise transfer rights to the Software; g. remove any proprietary notices or labels on the Software.

The Software is in "use" on a computer when it is loaded into temporary memory (i.e., RAM) or installed into permanent memory (e.g. hard disk, CD- ROM) of that computer. No separate license is required for installation on a network server for the sole purpose of internal distribution to one or more computer(s), provided you have a separate license for each computer to which the Software is installed.

Upgrades. If the Software is an upgrade, whether from Excelsior or another supplier, you may use the Software only in conjunction with the upgraded product. The Software labeled as an upgrade replaces and/or supplements the product that formed the basis for your eligibility for the upgrade. You may use the resulting upgraded product only in accordance with the terms of this Agreement.

Subscription Updates. If you have acquired the Software as part of a subscription package, then you must treat as an upgrade any subsequent versions of Software received as an update to your subscription package.

RUNTIME LICENSE

In addition to the Development License granted above, Excelsior grants you a non-exclusive, non-transferable, fee-bearing license to use software programs or components of the Software that are incorporated or embedded in and used in the execution of your software ("Runtime Components") for the number of applications, users, CPUs, servers, or connections and at the sites, as specified on your invoice, on the following terms:

Embedded Use. Use of the Runtime Components in devices other than General Purpose Desktop Computers And Servers is not allowed under this Agreement. Please contact Excelsior for the conditions of such use.

Production Use. You may use the Runtime Components in your applications legally developed under the Development License above for internal purposes, which may include third party users’ access to or use of such applications.

Redistribution Use. You may redistribute the Runtime Components on the following conditions:

You agree to: a. distribute the Runtime Components in object code form only and in conjunction with and as a part of your software product legally developed under the Development License above; b. not suppress, alter, or remove proprietary rights notices contained therein; c. indemnify, hold harmless, and defend Excelsior and its suppliers from and against any claims or lawsuits, including attorney’s fees, that arise or result from the use or distribution of your software product; and d. ensure that your end users agree to act in a manner consistent with your obligations under this Agreement.

Your license agreement with your end users will: a. not permit your end users to modify, translate, reverse engineer, decompile, or disassemble the Runtime Components except as expressly permitted by law; b. not permit further distribution of the Runtime Components by end users. c. include statements that your product: (i) is licensed not sold, and that title to such offering is not passed to the customer, (ii) may include material licensed by a third party, and that you have assumed responsibility for the presence and use of this material; and (iii) comply with the requirements of section on Limited Warranty as appropriate.

Fees. The runtime license fees applicable to Production Use and Redistribution Use are detailed at http://www.excelsior-usa.com/fees.html.

SUPPORT SERVICES

Excelsior has no obligation under this Agreement to provide you with Support Services, and the voluntary provision of Support Services by Excelsior shall not be construed as assuming any duty to provide Support Services to you.

ACKNOWLEDGEMENT AND PUBLICITY

Any publication of presentation to which use of the Software under this Agreement materially contributed shall either describe the contribution made by use of the Software or note that the research was supported, in part, by a grant from Excelsior, LLC.

INTELLECTUAL PROPERTY RIGHTS

Title, ownership rights, and intellectual property rights in and to the Software, and any copies of the Software shall at all times remain with Excelsior and/or its suppliers. The Software is protected by the copyright laws of the Russian Federation and international copyright treaties.

LABELS AND WATERMARKS

The copy of the Software furnished to you by Excelsior under this Agreement may contain labels and “watermarks” uniquely identifying that copy, and may include such labels and watermarks in its output. It is illegal to remove any such labels or watermarks or to disable the routines responsible for reproduction of such labels and watermarks in the output created by the Software.

NO FAIL-SAFE USES

The Software has been created using technologies that are not fault tolerant and thus the Software is not designed, manufactured, or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, including, but without limitation, in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the technologies employed in the Software could lead directly to death, personal injury, or severe physical or environmental damage.

DISCLAIMER OF WARRANTY

Excelsior warrants that the media containing the Software, if provided by Excelsior, is free from defects in material and workmanship and will so remain for ninety (90) days from the date you acquired the Software. Excelsior’s sole liability for any breach of this warranty shall be to replace your defective media. Replaced media shall be covered by this limited warranty for the period remaining under the warranty that covered the original media, or if longer, for thirty (30) days after the date of shipment to you of the replacement media. Only if you inform Excelsior of your problem with the media containing the Software during the applicable warranty period and provide evidence of the date you acquired the Software will Excelsior be obligated to honour this warranty. Excelsior will use reasonable commercial efforts to replace the defective media within 30 days of being so notified.

If the media containing the Software is subjected to accident, abuse or improper use; or if you violate the terms of this Agreement, then this warranty shall immediately be terminated.

THIS IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY EXCELSIOR. THE SOFTWARE IS PROVIDED TO YOU "AS IS". TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCELSIOR AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES OF ANY NATURE WHATSOEVER, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. EXCELSIOR DOES NOT WARRANT THAT ANY OR ALL FAILURES OR ERRORS IN THE SOFTWARE WILL BE CORRECTED OR WARRANT THAT THE SOFTWARE’S FUNCTIONALITY WILL MEET YOUR REQUIREMENTS OR THAT THE SOFTWARE WILL OPERATE IN COMBINATIONS YOU SELECT.

NO EXCELSIOR DEALER, AGENT, OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS DISCLAIMER.

THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY FROM COUNTRY TO COUNTRY OR BY JURISDICTION.

NO LICENSE TO ORIGINAL SOFTWARE

The Software licensed to You by Excelsior hereunder contains, in executable form, portions of the original code which was developed by Sun Microsystems and which implements the Java 2 Standard Edition technology (the "Original Software"), and Excelsior hereby represents, warrants and confirms to You that it has any and all necessary license from Sun Microsystems, Inc., its affiliates, successors and assigns, as the case may be (the "Original Contributor"), to create the Software (in particular, to modify the Original Software to the extent such modifications do not breach the compatibility requirements, and to include the resulting code into Excelsior product). It is however expressly understood and confirmed by You that any license granted to You by Excelsior hereunder, is granted solely by Excelsior, and not by the Original Contributor, and You hereby expressly confirm that You will have no right to bring any claims, suits, actions, causes of action, demands or requests against the Original Contributor hereunder, and You hereby expressly waive any such claims, suits, actions, causes of action, demands or requests.

LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL EXCELSIOR OR ITS SUPPLIERS OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, OR FOR ANY DAMAGES IN EXCESS OF EXCELSIOR’S LIST PRICE FOR A LICENSE TO THE SOFTWARE, EVEN IF EXCELSIOR SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. FURTHERMORE, SOME COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

The provisions of this Section shall survive the termination of this Agreement.

TERM AND TERMINATION

You may terminate this license at any time by destroying all copies of the Software you received or made under this Agreement. This Agreement shall terminate automatically if: a. you fail to comply with any of its terms and conditions; or b. your relationship with the Academic Institution ends. On such termination, you must destroy all copies of the Software you received or made under this Agreement. At Excelsior’s request, you or your authorized signatory, will certify in writing to Excelsior that all complete and partial copies of the Software have been destroyed and that none remain in your possession or under your control. The Disclaimer of Warranty and Limitation of Liability sections above shall survive termination of this Agreement.

ENTIRE AGREEMENT

This Agreement is the entire Agreement between you and Excelsior related to the Software and supersedes any other communications, advertisements, or understandings with respect to the Software or any other subject matter covered by this Agreement.