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RUBOSS SHRINK-WRAP SOFTWARE LICENSE AGREEMENT FOR THAT RUBOSS SOFTWARE PRODUCT KNOWN AS THE RUBOSS FRAMEWORK VERY IMPORTANT - READ CAREFULLY: This Ruboss Shrink-Wrap Software License Agreement (the "Agreement") is a legal binding agreement between You, the licensee, (the "Licensee", "You", or "Your") and Ruboss Technology Corporation ("Ruboss"), for a license of use for the Ruboss software product containing this Agreement (the "Software") and for which the license key(s) are obtained through Ruboss or its authorized distributor. Ruboss, or its suppliers or licensors, retain title to all portions of the Ruboss technology and the Software and any full or partial copies thereof. Except as expressly provided under this Agreement, no rights, title or interest to the Ruboss technology is transferred to You. YOUR LICENSED USE OF THE SOFTWARE IS CONDITIONED UPON YOUR AGREEMENT AND FULL COMPLIANCE WITH THE FOLLOWING TERMS AND CONDITIONS. BEFORE YOU ARE PERMITTED TO CONTINUE TO INSTALL THE SOFTWARE, BY SELECTING "I ACCEPT", OR BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT INCLUDING BUT NOT LIMITED TO THE GRANT AND RESTRICTIONS OF LICENSE, WARRANTY DISCLAIMERS, LIMITATIONS ON LIABILITY AND TERMINATION PROVISIONS. If You do not agree to the terms of this Agreement, do not install the Software, rather immediately terminate the install process and return the unused Software to the place from which You obtained it within thirty (30) days of the date of purchase and You will receive a refund of Your purchase price. Your rights to use the Software are specified in this Agreement. 1. LICENSE GRANT AND RESTRICTIONS a) General License Grant. Subject to the terms and conditions of this Agreement, Ruboss hereby grants to You, and You accept, a non-exclusive, non-transferable license to use, copy and modify the Software only as authorized herein. The Software is licensed per individual developer. You may make copies on more than one computer, as long as the use of the Software is accessed and used by the same developer. 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, or other storage devise) of that computer. However, installation on a network server for the sole purpose of internal distribution to one or more other computer(s) shall not constitute "use" for which a separate license is required, provided You have a separate license for each developer which uses the software. b) Additional Terms - Software Source Code. With respect to the 'Software Source Code', the original, untranslated version of a computer program written in Adobe® Flex Action Script and MXML programming languages, which is in a human-readable format, and that must be translated by an assembler, compiler, or interpreter onto a machine language program ("Object Code") in order to run on a computer, provided in related files, such is licensed to You for the sole purposes of education and troubleshooting. YOU ACKNOWLEDGE, AGREE AND UNDERSTAND THAT SOFTWARE SOURCE CODE IS LICENSED 'AS IS' AND THAT RUBOSS DOES NOT PROVIDE ANY TECHNICAL SUPPORT FOR SOFTWARE SOURCE CODE.
 c) Additional Terms - Application Development License. "Application" means the software programs that are created by or for You using the Software (in whole or in part) and which embeds and/or executes the Software for your application development purposes. The Software is licensed to You for You to build Adobe® Flex and AIR applications using the Software. You may not resell the Software in any way including but not limited to as part of a value added reseller product or as part of an OEM offering. You will not grant, either expressly or impliedly, any rights, title, interest, or licenses to any such modifications, enhancements, derivative works and/or extensions to any third party. You will, however, be entitled to use such modifications, enhancements, derivative works and/or extensions under the terms set forth in this Agreement. You hereby agree to indemnify, hold harmless, and defend Ruboss from and against any and all liabilities, damages, losses, costs and expenses (including reasonable attorneys' fees) arising from or related to any claim, action, proceeding or allegation that arises or results, either directly or indirectly, from the use and distribution of any of Your software Application product(s) or components.
 d) Additional Terms - Sample Code. "Sample Code" means sample software in source code format which has been provided to demonstrate features of the Software. You are permitted to use Sample Code in your applications provided You agree to the Indemnity provisions herein.
 e) Software License Restrictions. ABSENT WRITTEN PRE-AUTHORIZATION SIGNED BY RUBOSS AND PAYMENT OF ADDITIONAL FEES TO RUBOSS FOR SUCH EXPANDED LICENSED RIGHTS, YOU ARE NOT LICENSED TO USE OR INCORPORATE THE SOFTWARE, IN WHOLE OR IN PART, AS PART OF AN OEM OFFERING OR VALUE ADDED RESELLER (VAR) PURPOSE. SUCH RESTRICTION IS APPLICABLE WHETHER OR NOT YOU HAVE RECEIVED FEES FOR SUCH APPLICATION OR SERVICE. Further, except as expressly permitted under this Agreement, You may not, nor allow others in Your control or under contract to You to: (i) distribute, disseminate, sublicense, copy, modify, reverse engineer, decompile, translate, disassemble or create a source code equivalent of the Software or permit, allow or facilitate others to do so for Your benefit; (ii) use the Software on any platform that is not supported by Ruboss as indicated in the Ruboss documentation; (iii) transfer, rent, lease, give, loan, distribute, transmit over an external network, or sublicense the Software or the documentation in whole or in part. You may not use the Software Source Code for any purpose other than to assist You to identity a 'bug' in the Software. The Software includes various components designed and licensed to You as a single product however, while You are not required to use all component parts of the Software, You shall not un-bundle the component parts for use on different platforms or to repackage Software. You may not distribute the Ruboss source code, or any modification, enhancement, derivative work and/or extension thereto, in source code form. Licensee shall not be entitled to use the Software and/or the Software Source Code to develop a product that competes with the Licensed Software or which has the same or substantially the same features as the Software. For further clarity, under no circumstances may the Software Source Code be used in whole or in part, as the basis for creating a product that provides the same, or substantially the same, functionality as the Ruboss Framework. You will not take any action, or assist or otherwise aid anyone else in taking any action, that would limit Ruboss' independent development, sale, assignment, licensing or use of its own software or any modification, enhancement, derivative work and/or extension thereto. Under no circumstances may any portion of the source code be distributed, disclosed or otherwise made available to any third party without the express, prior written consent of Ruboss. ALL RIGHTS NOT EXPRESSLY GRANTED UNDER THIS AGREEMENT ARE RESERVED BY RUBOSS. 2. COPYRIGHT. You will not modify or delete, in whole or part, any copyright, trade secret, proprietary, confidential or other notice thereon or therein without the express, prior written consent of Ruboss. All title and copyrights in and to the Software and the accompanying printed materials are owned by Ruboss or its suppliers. The Software is protected by Canadian copyright laws and international treaty provisions. All rights are reserved worldwide. You must treat the Software like any other copyrighted material, except that You may, in addition to the copies permitted in this Agreement, make one copy of the Software solely for backup or archival purposes. No part of the accompanying printed materials may be reproduced, transmitted, transcribed, stored in any retrieval system, or translated into any language by any means without the express prior written permission of Ruboss.
 3. MAINTENANCE SERVICES. General information about the Software is available at Ruboss is not obligated to provide maintenance, technical support or updates for the Software however, under separate written agreement signed by Ruboss and payment to Ruboss of applicable fees certain maintenance services are available. 4. LIMITED WARRANTY. (i) Ruboss warrants it has the right, title or authority to grant the license to the Software. (ii) Ruboss warrants for a period of thirty (30) days from the date of receipt thereof, that the media on which the Software is furnished (if the Software is provided on physical media instead of as a download) will be free of defects in materials. Ruboss does not warranty that the Software will be error-free. Ruboss' and its suppliers' entire liability, in contract, tort or otherwise, and Your exclusive remedy under the performance warranty set forth in this Section, shall be return of the purchase price. Software purchased other than directly from Ruboss shall be returned to the place it was purchased. This limited warranty is void if failure of the Software has resulted from accident, abuse, or misapplication. Any replacement Software will be warranted for the remainder of the original thirty (30) day period. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, RUBOSS AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, WHETHER ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF ACCURACY, COMPLETENESS, PERFORMANCE, CURRENCY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE SOFTWARE. 5. LIMITATION OF LIABILITY. Ruboss's liability, whether in contract, tort, or otherwise, arising out of Your use of, or in connection with, the Software shall not exceed the amount of the license fee received by Ruboss from Your license for the use of the Software. IN NO EVENT SHALL RUBOSS OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF RUBOSS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some states and jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, or the exclusion of implied warranties or limitations on how long a warranty may last, so the limitations in may not apply to You. THIS SECTION SURVIVES TERMINATION OR EXPIRATION OF THE AGREEMENT. 6. INDEMNIFICATION - APPLICATION DEVELOPED BY LICENSEE. You will indemnify, defend (at Your expense) and hold Ruboss harmless from any claim, suit or proceeding arising out of a claim that an application created by, or on behalf of, You infringes a third party intellectual property right. Such indemnification obligation will require that Ruboss give You prompt written notice of any such claim and cooperate with You, at Your cost and expense, in the defense and settlement of any such claim. You will pay any settlement, costs and damages awarded after final appeal, but You will not be responsible for any settlement or compromise made without Your consent. 7. U.S. GOVERNMENT; RESTRICTED RIGHTS. To the extent any license to Software and documentation is provided to the United States of America, its agencies and/or the U.S. Government ("the Government") as the Software was developed exclusively at private expense, such shall be deemed to be provided with RESTRICTED RIGHTS. Thus, use, duplication, or disclosure by the Government is subject to restrictions as set forth in 48 C.F.R. 2.101 (October 1995), consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation" as such terms are used in 48 C.F.R. 12.212 (September 1995) and in FAR Sections 52-227-14 and 52-227-19 or DFARS Section 52.227-7013 (C)(1)(ii), or their successors, as applicable. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7204-4 (June 1995), or any successor regulations, this Software is provided to Government users pursuant to the terms and conditions herein. 8. TERMINATION; SURVIVAL. This Agreement and Your right to use the Software will terminate immediately without notice from Ruboss if You fail to comply with the terms and conditions of this Agreement. Upon termination, You agree to destroy the Software, including all accompanying documents and copies. This is in addition to and not in lieu of any criminal, civil or other remedies available to Ruboss. Sections that by their nature are intended to survive expiration or termination of this Agreement shall survive any expiration or termination of this Agreement.
 9. COMPLIANCE WITH LAWS; GOVERNING LAW; WAIVER. Each party agrees that it will strictly comply with all national, federal, state, territorial and local laws and regulations, including but not limited to import or export laws and regulations, pertaining to the use of the Licensed Software and/or documentation. This Agreement shall be governed and construed by the laws of the Province of British Columbia, Canada. The failure to enforce any right will not be deemed a waiver of such or any other right, including the right to enforce a subsequent breach of the same obligation. In the event that any part of this Agreement is found to be unenforceable, the remainder shall continue in effect and such part shall be changed and interpreted so as to best accomplish the objectives of such part to the extent permissible by law and consistent with the intent of the Parties as of the Effective Date.
 10. MISCELLANEOUS. This is a license agreement and NOT an agreement for sale. In the event of invalidity of any provision of this Agreement, the parties agree that such invalidity shall not affect the validity of the remaining portions. This Agreement may only be modified by a fully executed written amendment signed by Ruboss which references this Agreement; for clarity, no purchase orders, other ordering documentation, email or any hand written or typewritten text which purports to modify or supplement this Agreement shall add to or vary the terms and conditions of this Agreement. You agree that You will not export or re-export the Software without the appropriate Canadian or foreign government licenses. This is the entire agreement between You and Ruboss which supersedes any prior agreement, whether written or oral, relating to this subject matter. You shall be responsible for any taxes owed in connection with Your purchase of licenses to the Software. If You have any questions regarding this Agreement or if You wish to request any information from Ruboss please use the address and contact information included with this product to contact the Ruboss office serving Your jurisdiction. Ruboss is either a registered trademark or trademark of Ruboss Technology Corporation in Canada and/or other countries. Ruboss Technology Corporation 24339 102 Avenue Maple Ridge, BC, Canada V2W 1X9
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