Software License Agreement
HC2 PATROL

IMPORTANT - READ CAREFULLY: This Harris End-User License Agreement ("Agreement ") is a legal Agreement between you (either an individual, governmental, or corporate entity) and Harris Corporation for the Harris software product identified above and associated media and printed materials, and may include "online" or electronic documentation (together, the "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 are not authorized to use the SOFTWARE and you must return it.

In consideration of the valuable promises and mutual covenants contained herein, the above-identified parties agree as follows: 

1.	DEFINITIONS

§	"Licensed Program" means the object code version of the Harris Application Software, and related Documentation, including associated media and printed materials, including components and run-time modules licensed from third party providers, and may include software and documentation that were received “online” or electronically.
§	"Revisions" means alterations to the Licensed Program to correct generic errors discovered in the Licensed Program. 
§	"Modifications" means alterations to the Licensed Program to enable it to perform in conjunction with other computer software products or to perform specialized functions in specific applications. 
§	"Enhancements" means alterations to the Licensed Program to provide: additional features or functions or utilities; increased capabilities to the existing functions or utilities; or, decreases in code mass and required storage capacity for functionally equivalent code. 

2.	LICENSE GRANT
 
Subject to the terms and conditions contained herein HARRIS hereby grants to Customer a non-exclusive, non- transferable, personal license, without sublicensing rights, to use the Licensed Program only on one computer system at a time, solely in conjunction with equipment obtained from HARRIS or its suppliers, without the right to transfer the Licensed Program electronically from one computer to another over a network, and without rights to use the Licensed Program as the basis for or a component of any service or product provided to any other person, corporation, academic institution or governmental agency, except that:

a.)	Customer may transfer the Licensed Program and this license along with the sale of the equipment in which Licensed Program is installed, if any; and
b.)	Customer may permanently transfer all of your rights under this Agreement, provided that you retain no copies, you transfer all of the Licensed Program (including all component parts, the media and printed materials, any upgrades, this Agreement, and, if applicable, the Certificate of Authenticity), and the recipient agrees to the terms of this Agreement.
  
Nothing in this Agreement shall be construed as giving Customer any right to sell, assign, lease, or in any other manner transfer or encumber HARRIS's ownership of Licensed Program. 

This license is effective until terminated by either party. HARRIS may terminate this license upon breach of any of the terms and conditions of this license agreement by Customer.  Customer may terminate this license at any time by destroying the Licensed Program, and all copies thereof, and informing HARRIS in writing of the destruction and termination of the license. 

3.	INSTALLATION, TRAINING AND MAINTENANCE

Customer hereby accepts Licensed Program as delivered, with determination of applicability for desired use, installation, conversion of existing data, training and maintenance being the sole responsibility of Customer. 
 
4.	OWNERSHIP 

Customer is given possession of a copy of the Licensed Program with this Agreement, but HARRIS or its licensors shall at all times retain title or full ownership interest in such Licensed Program and all Revisions, Modifications and Enhancements thereof, regardless of the form or media in or on which the original and other copies thereof may subsequently exist. All rights, title and copyrights in and to the Licensed Program (including, but not limited, to any images, photographs, animations, video, audio, music, text, and “applets” incorporated into the Licensed Program), the accompanying printed materials, and any copies of the Licensed Program are owned by Harris and/or its licensors. Nothing contained herein shall be deemed to convey any title or ownership interest in the Licensed Program to Customer. 

5.	CUSTOMER OBLIGATIONS 

a.)	Customer shall not duplicate the Licensed Program, or any portion thereof, except Customer may make one (1) copy for archival purposes.  The media containing such authorized copy shall have prominently placed thereon the same copyright notices and Proprietary legends and markings that are on the delivered Licensed Program media. 
b.)	Customer shall not itself, or with the assistance of others, revise, modify or enhance the Licensed Program or seek to decompile, disassemble, reverse engineer, or to perform any other operation on Licensed Program to recover any portion of the program listing, object code or source code or any information contained therein.
c.)	The Licensed Program is licensed as a single product and neither the individual programs or modules comprising the Licensed Program nor any update may be separated for use by more than one concurrent user.  Customer may not utilize or run any included run-time modules other than in connection with the operation of the Licensed Program.
d.)	Customer may not rent, distribute, market or lease the Licensed Program to others, nor use the Licensed Program in conjunction with a service bureau operation.  Customer is prohibited from displaying, in whole or in substantial part, the visual output of the Licensed Program other than on the display unit attached to the computer on which it is operating.
e.)	The act of copying any portion of the Licensed Program as authorized hereunder shall not cause, or be construed as causing, any portion thereof to be considered as being in the public domain or generally available to the trade on a nonproprietary basis.  All such copies shall be treated as confidential as required for original information under Article 5.

6.	LIMITED WARRANTY 

HARRIS warrants that the media on which the software is delivered to be free from defects in materials and workmanship under normal use for a period of ninety (90) days from the date of delivery to Customer. If, during this 90 day period, a defect in the media should occur, the software should be returned to HARRIS, and HARRIS will replace the software at no cost to Customer. HARRIS MAKES NO OTHER WARRANTS OR REPRESENTATIONS REGARDING THE USE OF, OR THE RESULTS OBTAINED FROM THE USE OF, LICENSED PROGRAM IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, ABILITY TO MEET CUSTOMER REQUIREMENTS, OR OTHERWISE, AND CUSTOMER RELIES ON THE LICENSED PROGRAM AND RESULTS OBTAINED THEREFROM AT ITS OWN RISK.  SHOULD THE LICENSED PROGRAM PROVE DEFECTIVE, CUSTOMER, AND NOT HARRIS, ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. 

THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES WHETHER STATUTORY, EXPRESS OR IMPLIED (INCLUDING ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE, ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, AND ALL WARRANTIES OF TITLE AND NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHT), WITH RESPECT TO THE SOFTWARE OR DOCUMENTATION OF THE LICENSED PROGRAM FURNISHED BY HARRIS UNDER THIS AGREEMENT OR ANY USE OF SUCH SOFTWARE OR DOCUMENTATION BY THE CUSTOMER.   

Action by HARRIS in the manner provided above shall constitute complete fulfillment of all the warranty liabilities of HARRIS whether the claims of the Customer are based in contract, in tort (including negligence and strict liability) or otherwise with respect to or arising out of the Software or Documentation furnished hereunder.   

7.	LIMITATION OF LIABILITY 

HARRIS's entire liability, and Customer's exclusive remedy, shall be the replacement of any defective media meeting HARRIS's Limited Warranty and which is returned to HARRIS.  HARRIS, ITS SUBCONTRACTORS AND SUPPLIERS OF ANY TIER, SHALL NOT BE LIABLE IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE FOR DAMAGE OR LOSS OF OTHER PROPERTY OR EQUIPMENT, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF EQUIPMENT OR POWER SYSTEM, COST OF CAPITAL, COST OF PURCHASED OR REPLACEMENT OR TEMPORARY EQUIPMENT (INCLUDING ADDITIONAL EXPENSES INCURRED IN USING EXISTING FACILITIES), CLAIMS OF CUSTOMERS OF CUSTOMER, OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER EVEN IF HARRIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  
 
8.	U.S. GOVERNMENT CONTRACTS 

Customer agrees that it will not use the Licensed Program in the performance of a contract, or subcontract, with the U.S. Government in a manner so as to affect HARRIS's rights to Licensed Program.  If Customer desires to use the Licensed Program in the performance of a contract, or subcontract, with the U.S. Government, prior to such use Customer shall consult with HARRIS as to the procedures and use of restrictive markings required to protect the ownership interest of HARRIS. 

If the Customer is an agency or department of the U.S. Government, then the following notice applies:  The Licensed Program is Commercial Computer Software as defined in DFARS 227-7201 et seg. (February 2014) or any equivalent regulations of other governmental agencies, and the rights of the U.S. Government to utilize the Licensed Program are those expressly set forth in this Agreement.  The U.S. Government does not receive unlimited rights to the Licensed Program.  The contractor is Harris Corporation, 1025 West NASA Boulevard, Melbourne, FL 32919.

9.	EXPORT CONTROL
 
The export regulations of the United States prohibit, except under a special validated license, the export from the United States of technical data relating to certain commodities unless the exporter has received written assurance from the foreign importer that the technical data will not be further exported to certain countries.  Customer agrees to comply fully with all relevant regulations of the United States to assure that no violation of such regulations or of the authorizing legislation therefore shall occur.   

Customer agrees that all activities performed by Customer in connection with this Agreement, including but not limited to use of the Licensed Program under license by foreign affiliates of Customer’s organization or distribution of the Licensed Program, the accompanying Documentation and any other materials provided by Harris, shall be carried out in accordance with all applicable laws and regulations of the United States. Customer further acknowledges that violations of these laws and regulations include, but are not limited to, exporting or re-exporting, or otherwise supplying or providing access to the Licensed Program, the accompanying documentation or any other materials provided by Harris, any country against which the United States imposes trade sanctions or export controls; (b) persons on the U.S. Commerce Department's Denied Parties List or Entity List, the U.S. Treasury Department's Specially Designated Nationals List, or the U.S. State Department's List of Debarred Parties; (c) end uses related to nuclear weapons, missile technology, or chemical/biological weapons; or (d) any destination for which an export license is required.

Customer further acknowledges that the Licensed Program, Documentation and any other materials provided by Harris are controlled for export purposes by either the U.S. State Department or the U.S. Commerce Department, and depending on which agency has jurisdiction over these items different restrictions on export, re-export, and use activities will apply.  Customer agrees that it is Customer’s responsibility to determine which of these U.S. agencies has export control jurisdiction over the Licensed Program, Documentation and any other materials provided by Harris, and Customer hereby acknowledges that export jurisdiction over these items may change from time to time. Therefore, Customer agrees to abide by either or both articles 10.a. and 10.b. of this Agreement as may be applicable to the Licensed Program, Documentation and any other materials provided by Harris.

a.	Items Controlled by the U.S. State Department.  In addition to the above, for Licensed Program, Documentation and any other materials provided by Harris controlled for export purposes by the U.S. State Department Customer specifically acknowledges (i) that these items are U.S.-origin defense articles and are therefore subject to certain U.S. laws and regulations, including but not limited to the U.S. International Traffic in Arms Regulations ("ITAR"), and (ii) that Customer is subject to these U.S. laws and regulations because Customer is dealing in these defense articles.  Customer further acknowledges that violations of these laws and regulations include, but are not limited to, the export, sale, transfer, disclosure, or other disposition of the Licensed Program, the Documentation and any other materials provided by Harris, outside the U.S. or to any foreign person (including foreign affiliate companies), whether in the U.S. or abroad, without prior approval from the U.S. State Department (with certain limited exceptions). Subject to this paragraph, Customer agrees that Customer will obtain prior written authorization from the U.S. State Department in order to distribute any Documentation to any party.

b. Items Controlled by the U.S. Commerce Department.  In addition to the above, for Licensed Program, Documentation and any other materials provided by Harris controlled for export purposes by the U.S. Commerce Department Customer specifically acknowledges that (i) these items are U.S.-origin items and are therefore subject to certain U.S. laws and regulations, including but not limited to the U.S. Export Administration Regulations ("EAR"); and (ii) Customer is subject to these U.S. laws and regulations because Customer is dealing in U.S.-origin items. Customer further acknowledges that violations of these laws and regulations include, but are not limited to, exporting or re-exporting the Licensed Program, the Documentation and any other materials provided by Harris to any destination for which an export license is required.

Subject to the above paragraph, Customer agrees that in all cases as necessary, Customer will obtain prior written authorization from the U.S. Commerce Department in order to distribute any Documentation to any party, as well as comply with any U.S. Commerce Department requirements for re-exportation, such as prior technical review and post-export reporting, as may be necessary.

Further, Customer agrees that any violation by Customer of any of these laws and regulations will also constitute material breach of this Agreement, and Customer agrees to indemnify Harris against any criminal or civil monetary sanctions, costs, losses or expenses (including but not limited to reasonable attorneys' fees and costs) resulting from Customer’s failure to comply. Customer agrees to defend, indemnify and hold Harris, and its officers, directors, agents and employees harmless against all criminal and/or civil monetary sanctions, costs, losses or expenses (including but not limited to reasonable attorneys' fees and costs) incurred as a result of any failure on Customer’s part to comply with these laws. Customer further agrees to notify Customer’s customers of, and to use best efforts to ensure their compliance with, the restrictions imposed by these laws and regulations.

10. 	SOFTWARE SUBSCRIPTION AGREEMENT
 
A Software Subscription Agreement (SSA) is available for this Licensed Product.  To avoid any gaps in capability we encourage the end user to purchase an SSA with the Licensed Product.  A subscription purchased within 12 months of Licensed Product purchase is subject to a prorated maintenance fee based on the prevailing Licensed Product list price for the uncovered period in addition to a minimum one year subscription.

11.	INTELLECTUAL PROPERTY INDEMNIFICATION

HARRIS shall, at its own expense and at its option, defend or settle any claim, suit, or proceeding brought against the Customer, based on an allegation that Licensed Program constitutes a direct or a contributory infringement of any claim of any U.S. patent, mask work or copyright, or violation of any other intellectual property right of the U.S. or individual State thereof.  This obligation shall be effective only if Customer shall have made all payments then due and if HARRIS is notified of said allegation promptly in writing and given authority, information, and assistance for the settlement or defense of said claim, suit, or proceeding.  HARRIS shall pay all damages and costs assessed in such suit or proceedings.  In the event of a final adjudication by a court of competent jurisdiction that its Licensed Program or part thereof infringes or violates any third party intellectual property right or if the use or sale thereof is enjoined, or if the provisions of any negotiated settlement Agreement prohibit the use of the Licensed Program, HARRIS shall at its option and its own expense, either: (a) Procure for Customer the right to continue using Licensed Program; or (b) Replace it with non-infringing software; or (c) Modify it so it becomes non-infringing; or (d) If none of the above is commercially reasonably available, terminate the license to use that portion of Licensed Program that is infringing or in violation and return to the Customer its unused pro-rata portion of the price actually paid for the terminated portion based on a useful life of three years.

The foregoing Licensed Program indemnity does not apply to the following: (1) Infringement by a combination of Licensed Program Software with other software not furnished hereunder unless HARRIS is a contributory infringer; (2) Infringement resulting from changes made to Licensed Program by the Customer; and (3) Any settlements of a claim, suit, or proceeding made without HARRIS's written consent.

The foregoing states the entire liability of HARRIS with respect to infringement or violation of third party intellectual property rights by Licensed Program.

12. THIRD-PARTY SOFTWARE LICENSES

         Licensed Program contains material original to HARRIS and may contain material provided by third parties.  License terms for third party material, if any, contained in the Licensed Program are identified in the Appendix attached to the end of this license agreement, if any.  Each third party software license is incorporated herein verbatim from the source, and the terms and conditions must be accepted prior to any use of the Licensed Program.  

13. GENERAL 

a.)	This Agreement supersedes all prior agreements, proposals, representations, and communications between HARRIS and Customer relating to the subject matter contained herein.   
b.)	The headings for each section are stated for convenience only and are not to be construed as limiting.   
c.)	If a part of this Agreement is held unenforceable or invalid or prohibited under law, it shall be struck from this Agreement and shall not affect the enforceability of the other parts of this Agreement.   
d.)	Under the terms of this Agreement, Customer is a licensee of HARRIS.  Customer is not an employee, agent, partner, contractor or representative of HARRIS.  The respective obligations and rights of HARRIS and Customer are specifically limited by the terms of this Agreement.  Customer hereby specifically acknowledges that it does not have authority to incur any obligations or responsibilities on behalf of HARRIS.   
e.)	Customer acknowledges that any unauthorized use or disclosure of Licensed Program will cause irreparable damage to HARRIS and that injunctive relief or other equitable remedies may be necessary to prevent or minimize such damage to HARRIS. Customer agrees that it will not contest the applicability of injunctive relief on any grounds other that no unauthorized use or disclosure of Licensed Program has occurred.
f.)	Nothing in this Agreement shall limit HARRIS from using and licensing the Licensed Program to other parties.   
g.)	This Agreement shall be interpreted under the laws of the State of Florida excluding its conflict of laws provisions. If either party to this agreement shall claim that the other party has breached the terms of this Agreement, the parties will use their best efforts to resolve the dispute. If a dispute remains unresolved after a period of thirty (30) working days, than either party to this Agreement may submit its claim to a court of competent jurisdiction in Brevard County, Florida for adjudication in accordance with the provisions of this Agreement.
h.)	Both Harris and Customer agree to exclude application of the U.N. Convention of Contracts for the International Sale of Goods to this Agreement, if it were otherwise applicable.
i.)	With respect to any run-time modules or other components included within Licensed Program, HARRIS’ licensors are third party beneficiaries of this Agreement, and the provisions herein related to such licensed modules are made expressly for the benefit of, and are enforceable by, such licensor.

APPENDIX 1
THIRD-PARTY SOFTWARE LICENSES

A.   Systematic End User Agreement

SOFTWARE LICENSE and MAINTENANCE AGREEMENT
for Systematic Products

Commercial in confidence
Terms and conditions
Systematic (the Licensor) and the Licensee agree that by purchasing Systematic Products the following terms and conditions form a Software License and Maintenance Agreement (hereinafter referred to as the “Agreement”) which will apply to each License of the Product granted hereunder and to all documentation and maintenance services provided under this Agreement by Systematic.
The Agreement shall apply whether the Contract is placed directly with an entity within Systematic Group, or procured through one of its authorized resellers, OEM partner, system integrators and other partners.
It is the responsibility of the Licensee alone to ensure that the Systematic Products fulfil the Licensees requirements and expectations.
1.	DEFINITIONS
“Client Device” shall mean a desktop, laptop or ruggedized computer or other item of equipment
(whether designated or not) (or one backup computer if the Client’s computer is temporarily inoperative) 1) that has installed the Systematic Product or 2) has access to a Client Server of the Systematic Product.

“Contract” shall mean 1) this Agreement together with a written document executed by both Parties, or 2) the Agreement together with a Systematic proposal and corresponding purchase Order with non-conflicting acceptance of the Systematic proposal. The Contract states the license fee, type, and number of Product licenses and other relevant information regarding the purchase order.

“Damages” shall mean all claims, losses, damages, interest, fines, costs, liabilities, expenses and fees (including reasonable attorneys’ fees and expenses). 

“Delivery Note” shall mean the document in which the license keys are delivered. This Delivery Note will describe the number of Licenses purchased.

“Derivative Software” shall mean software that is developed on top of the Systematic Product’s published Application Programming Interfaces (APIs) – e.g. integration with other non-Systematic products. Such Derivative Software can either be developed by Systematic or Licensee provided the Licensee has purchased the Software Developer Package (SDK).

“License (s)” shall mean a type of user right as further described in article 2 – Product Licenses and the number of Licenses will be set in the Contract.

“Licensee” shall mean the legal entity that purchases the Product according to the Contract, or End User provided that Systematic has agreed in writing that the Product(s) can be sublicensed to another End User.

“Party/Parties” when singular shall mean Systematic or the Licensee individually, as the context requires, and when plural means both Systematic and Licensee.

“Product” or “Products” shall mean (i) a commercial off the self computer software owned by Systematic A/S, Denmark, for which Licensee is granted a License under this Agreement (ii) related Product documentation and includes (iii) any subsequent patches and Releases (for Licensee who has purchased Product Maintenance) whether in printed or machine readable form, if any, provided or made available by Systematic to Licensee.

“Product Maintenance Commencement Date” shall mean the date set forth on Systematic’s Product Delivery note as the commencement date and as subsequently confirmed on Systematic’s invoice for Product Maintenance renewal.

“Product Documentation” shall mean the Systematic technical specification of the Product(s). The product description in the Product Documentation conclusively defines the functional qualities of the Products delivered by Systematic. The Software Developer Package (SDK) is not included in the standard Product Documentation.

“Product Maintenance” shall mean releases, hotfixes etc., provided or made available by Systematic to Licensee as further defined in Article 3 of this Agreement and the Product Maintenance Policy.

“Product Maintenance Policy” shall mean Systematic’s strategy for the Products development, maintenance and retirement. The Product Maintenance Policy will continuously be updated by Systematic, and can at any time be requested by the Licensee.

“Releases” shall mean releases of the Product, which are made available to Systematic’s licensees who have purchased Product Maintenance.

“SDK” means Software Developer Package which includes the relevant APIs and Documentation. Developer Licenses of the Systematic Products and related services may apply under this package, if further described in the Contract.

“Systematic” shall mean the legal Systematic entity, which issues Systematic’s Proposal or signs the Contract.

“User” shall mean either the Licensee, or any individual such as employee, to use, access or otherwise operate the Product while performing duties on behalf of and/or within the scope of their employment with Licensee.
2.	PRODUCT LICENSE
2.1.	Rights Granted to Licensee.
The user rights granted to Licensee are based upon the type of License (Client, CAL and/or Server) unless another license model has been expressly accepted by Systematic in the Contract.

The Contract will identify the number of purchased Products Licenses, the license type purchased and whether they are temporary or permanent Licenses.

All rights not expressly granted under this Agreement are reserved by Systematic.

The Licensees user rights to the Product are dependent upon full payment of the License fee.
2.1.1.	Client License
If Licensee has purchased a Client License for a Product, Systematic hereby grants Licensee a non-exclusive, limited, non-transferable license to install and use such Product in machine-readable form on one Client Device only. Licensee is not permitted to have multiple users operating the same Client device. Only one user may operate a Client device with a purchased Client License. Multiple users operating same Client device, requires the Licensee to purchase separate Client Licenses for each user.
If the Product is client-server based, the Licensee will receive the right to install the Product Server software related to the Client Product and access Product Servers remotely over the network according to the number of Client Licenses purchased.
2.1.2.	Client Access License
The Licensee can legally access services, functionality and standards in a Product Server without purchasing an independent Server License. This can take place by purchasing a Client Access License (CAL).
If the Licensee has purchased a Client Access License, Systematic hereby grants Licensee a non-exclusive, limited, non-transferable license to access the Product as provided below (“CAL” or “Client Access License”).
Under the Client Access License, Systematic does not deliver Systematic Client Device software, but instead Systematic delivers a Product Server License(s) and the Licensee is granted the right to access the Product Server(s), using Derivative Software built with the Systematic SDKs, from an agreed number of own Client Devices.
Licensee is only permitted to access Product Server(s) remotely over the network according to the number of Client Devices as specified in the Contract. Licensee agrees that for each Client Device through which the Product Server is used whether directly or indirectly, Licensee shall purchase one Client Access License for each Client Device.
A Client Access License can be used by any number of users operating the same Client Device. One Client Access License is needed for each computer or device that accesses, or uses data received directly, or indirectly, from the Product Servers. Only one License is required per Device regardless of the number of users, or programs, that use that computer/device to access the Product Server on different work shifts.
2.1.3.	Server License
When Licensee has purchased Client or CAL licenses of a Server-based Systematic Product, the Licensee will automatically receive a Server License.
Under a Server License, the Licensee is granted a nonexclusive, limited, non-transferable license to install the Server software at the Licensees server(s) (owned or controlled by the Licensee) including installing backup server (s) if the server is temporarily inoperative.
The Server Licenses delivered when purchasing Client or CAL licenses can be installed in a reasonable number of server installations and only for the Licensee’s use and only if associated with the number of Client and CAL licenses purchased.
The Licensee must not access the Server directly or indirectly from more than the number of Client Devices corresponding to the number of purchased Client Licenses or Client Access Licenses.
The use of proxy servers or similar technologies does not reduce the number of end user Client Access Licenses or Client Licenses required. It is the number of Client Devices with end-user access that determines the number of Client Access Licenses or Client Licenses required and the Licensee shall pay the License fee for each end-user Client Device.
2.2.  For all Products the following applies:
All archival or backup copies of the Product are subject to the provisions of this Agreement, and all titles, trademarks, and copyright and restricted right to use notices shall be reproduced in such copies. Copies of Product may be made only as required for Licensee’s use of the Product, consistent with the terms of the Contract.
Licensee acquires the right to configure the Product in accordance with the Product Documentation. The Licensee is strictly prohibited to make the Products accessible for its users directly from the Internet, unless the software is protected by VPN, Terminal Server or equivalent secure remote access solution.
Licensee shall not be entitled to attempt to derive source code, underlying ideas, algorithms, structure or organizational form for the Product, whether by reverse engineering, disassembly, decompiling or otherwise. No rights to access or modify the source code are granted hereunder.
If at any time, the conditions related to open source software modules used by Systematic permit the Licensee to modify such modules, prior to any modification, Licensee must give written notice to Systematic and Licensee may not start any modifications before Systematic has been notified. Any such modifications that Licensee makes are at the Licensee’s sole risk. Systematic shall not be held liable and no warranty shall apply if Licensee modifies the Product. Licensee shall in such cases indemnify and preclude Systematic from third party claims arising from or based upon Licensee’s modification, including, without limitation, all Damages.
If Licensee has purchased the Software Developer Package (SDK) for a Systematic Product, the Licensee receives a right to combine the Product through the published Systematic APIs with other non-Systematic software products and develop Derivative Software on top of the APIs on the following terms:
a)	Licensee agrees that the Systematic Product or such portions thereof included in such Derivative Software product remain subject to the provisions of this Agreement, and ownership of all intellectual property rights in all portions of Systematic Product included in the Derivative Software product remain the intellectual property rights of Systematic.
b)	Licensee has no authority to bind Systematic to any warranties or obligations with respect to such Derivative Software product. Licensee shall indemnify and preclude Systematic from third party claims arising from or based upon Licensee’s derivative software product, including, without limitation, all Damages.
c)	The Licensee must obtain a License for the Systematic Product corresponding to the number of end user Client Devices for which the Derivative Software is made available or used.
d)	The Licensee accepts that new Releases of the Systematic Products and its API´s under Maintenance may require adjustments/modifications/regression test in the Derivative Software.
e)	Furthermore, it is a condition that the Derivative Software being combined with the Product is not subject to Open Source Licenses (e.g. GPL) or similar terms, if these in any way conflict with or are contrary to this Agreement or may lead to disclosure of source code of the Systematic Products or Systematic’s retention of all rights to the Product.

3.	DELIVERY OF THE PRODUCT
Delivery shall be to the delivery address agreed between the Parties. The Parties shall agree upon the delivery date in the Contract and the delivery will take place provided the necessary export permissions are in place.

Systematic will make the Product including standard Product Documentation available electronically for the number of Licenses purchased according to the Contract.
Unless otherwise agreed in the Contract, Systematic will provide Licensee with one (1) executable, machine-readable version of the Product.

The Licensee will in addition get access to a complete set of relevant Product Documentation in electronic form. Systematic will either 1) deliver individual keys corresponding to the numbers of Product Licenses acquired or 2) one license key that can be used in the number of Product licenses set in the Delivery Note.

Systematic may decide to issue temporary license keys to the Product at the delivery time unless otherwise agreed in the Contract. Upon full payment of the Products, Systematic will issue the permanent license keys to the purchased Product.

Licensee shall be exclusively responsible for the supervision, management and control of its use of the Products, including, without limitation, assuring proper machine configurations, audit controls, security and operations methods.
4.	PRODUCT MAINTENANCE
4.1.	 Maintenance Services
Article 4 applies only if Licensee has purchased Product Maintenance and only for the number of Licenses and for the particular period as further described in the Contract.

Subject to Licensee’s payment of the Maintenance Fee in advance, Systematic will deliver maintenance services to the extent of and according to the Systematic Product Maintenance Policy.

The following maintenance services are included in Product Maintenance
•	Access to updated standard Product documentation as made generally available to customers
•	Licensee’s right to report incidents or change request through Systematic’s reporting system.
•	Systematic using commercially reasonable efforts to resolve incidents through code modification, typically delivered by means of service packs or hotfixes
•	Access to major product upgrades, i.e. new releases and new versions as they are made generally available to customers.
•	Minor product updates and error corrections included in service packs and hot fixes as they are made generally available to customers.
•	Ability to participate in Systematic seminar for users and customers. Licensee is responsible for all related travel and accommodation costs.

As used herein, “Incidents” means failure of a Product to substantially conform to the applicable Systematic Product Documentation. This excludes incidents that are caused by Products that have been modified in any manner by Licensee, incidents due to the Products being operated in a manner inconsistent with the applicable Product Documentation or otherwise misused, or incidents due to Licensee’s own system or Licensee´s Derivative Software.
Systematic will notify the Licensee about such releases, service packs and hotfixes by means of e-mail, which will include instructions on how to access these electronically. As part of Releases under Maintenance, updated Product documentation will be available to the Licensee. The updated Product Documentation describes any product changes in the Systematic Product.
Licensee may be required to upgrade to a service pack or hotfix to receive continued maintenance on the Product. An upgrade can also be required in order to correct an Incident in a former version.
Unless otherwise specifically agreed in the Contract Systematic Maintenance Services do not include maintenance of the Derivative Software even if developed by Systematic. Maintenance of Derivative Software is subject to additional payment and agreement.
Systematic will at its own discretion decide if a Licensee’s change request shall be included in the roadmap for the Products.
Licensee is responsible to install the releases, service packs or hotfixes.
4.2.	Maintenance Fee
If Licensee has purchased Product Maintenance, the Licensee shall pay a Maintenance Fee for each License purchased. The Maintenance Fee shall be stated in the Contract. Unless otherwise agreed in the Contract, the annual Maintenance fee shall be paid in advance and the Maintenance fee may be adjusted annually at Systematics discretion.
5.	OTHER SERVICES
The Licensee may request Systematic to develop Derivative Software, provide helpdesk, development, onsite installation assistance and/or training services. Such services shall be agreed in the Contract or agreed separately between the Parties. 
Unless otherwise agreed in the Contract, services in addition to the Maintenance Services will be delivered on a Time and Material Basis at Systematic standard rates according to Systematic’s standard terms and conditions for consulting services.
6.	INVOICING AND PAYMENT
Unless otherwise agreed in the Contract the following shall apply regarding invoicing and payment.
The total License Fee for the supply of the Systematic Products is described in the Contract and is due once the Contract has been signed by Licensee.
The maintenance fees for the supply of Maintenance is charged at the Product Maintenance Commencement date and at the commencement date of any following renewal period.
Invoices for other services will be invoiced at the end of each month following the supply of services.
All fees shall be deemed overdue if they remain unpaid 30 (thirty) days after the invoice date.
Licensee agrees to pay late penalty fees (currently 2% per month on the overdue amounts) on all overdue amounts from the due date until such amount is paid in full. Licensee will be invoiced for and must agree to pay all costs (including but not limited to administrative costs, attorney’s fees as well as in- and out-of-court expenses) incurred by Systematic in its efforts to collect overdue payments.
Systematic License and Maintenance Fees in the Contract do not include taxes or VAT. If Systematic is required to pay import, sales, use, property, value added, withholding or other taxes based on the licenses granted or services rendered under the scope of this Agreement or on Licensee’s use of the Product, then such taxes shall be invoiced to and paid by Licensee.
7.	ASSIGNMENT AND TRANSFER
7.1.	Assignment/transfer to a Third party
The License rights granted herein are personal for the use of the Licensee’s Users, and are restricted to the Licensee organization only. The User rights can only be assigned, transferred, or sublicensed to other Users (in the following named as End-Users) with the prior written approval from Systematic.
If a prior written approval has been provided by Systematic, the full contact details of the End User in the Contract shall be included in the Contract.
For U.S. Government End-Users. The Products provided or otherwise made available pursuant to this Agreement are each a “commercial item” as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, the terms and conditions of this Agreement shall govern any use of the Products and any related documentation by U.S. Government end users, and shall supersede any conflicting contractual terms and conditions otherwise included in any solicitation, request for proposal, order or otherwise.
Licensee shall not make the Product including Product Documentation (nor SDK if purchased) thereof available to any third party, e.g. the Licensees other vendors/system integrators in any form, without prior written acceptance by Systematic and without the necessary export permissions in place.
Systematic may assign or transfer its rights and obligations under this Agreement to a third party at any time without notice to or consent of Licensee.

7.2. 	Transfer of License within Licensee’s Organization
The Products may be transferred without charge to a replacement Client Device of the same configuration within Licensee’s organization, provided the Product is removed from the Client Device that is being replaced. 

Systematic is not responsible for any configuration or warranty if Licensee transfers a license to a device running a different operating system than the designated Client Device for which the license initially was obtained.

A transfer shall never entitle Licensee to refunds or credits, including but not limited to cases where use of certain Product utilities originally obtained is discontinued at Licensee’s choice.
8.	VERIFICATION
Licensee warrants that the Licensee or its End Users will only use the number of Product Licenses acquired through the Contract and such use will be limited to user right as described in this Agreement.

On Systematic’s reasonable request, but not more frequently than annually, Licensee shall provide Systematic with a signed statement by its authorized officer certifying the number of Product license(s) being used is consistent with the numbers agreed and in accordance with this Agreement.

Systematic can initiate, at Systematic’s costs, an external auditor to audit the Licensee’s use of the Systematic Products in order to check that the use is in accordance with the Contract. The Licensee shall provide access to its facilities and/or all relevant documentation which show the use of Systematic Products and the Licensee shall assist in the audit with reasonable effort. The audit shall be held within the Licensees normal business hours.

If there is deviation between what has been verified or the results of an audit shows that the number Client Devises using the Products exceed the number of Licenses purchased, the following shall apply.

In accordance with the latest Systematic Price List and in addition to any other right or remedies Systematic has at law or in equity:
a)	Maintenance fees will be adjusted according to the number of Client Devices;
b)	the Licensee must, upon written request from Systematic, pay Systematic a sum equal to the standard maintenance fees covering the unlicensed installations since the Product was purchased or the last four years (whichever is the shorter); and
c)	the Licensee must upon written request from Systematic pay Systematic a sum equal to the standard License fees covering the unlicensed installations, plus interest on all such amounts at the rate of 2% per month for the entire period where the Licensee has exceeded the number of licenses and any other audit costs.

9.	TERM AND TERMINATION
9.1.	Term for Licenses and Maintenance
This Agreement shall be effective from the date of execution of Contract or the Licensee’s installation and/or use of the Product, whichever is earliest.
Unless it is written in the Contract that the Licenses are time-limited, temporary or lease Licenses for a certain period, the Licenses for Products granted hereunder and the terms of this Agreement with respect thereto shall remain in effect perpetually.
If time limited, temporary or lease Licenses have been provided to the Licensee, the Licensee’s right to use the Systematic Product shall cease at the end of the period.
The license key for the Products will expire and Licensee is obligated to follow the procedure as described in article 9.4 of this Agreement.
Systematic will deliver Product Maintenance for the maintenance period agreed between Licensee and Systematic, provided that the Licensee pays the Maintenance Fee for the number of Product licenses purchased.
Unless otherwise agreed the maintenance period will be 12 months and automatically be renewed for the subsequent one-year period.
Failure to purchase or renew Product Maintenance relieves Systematic from any obligation to provide maintenance services. Specifically, Product updates will not be provided and should an upgrade to a later version of an un-maintained Product become necessary in the future for the Licensee, the Licensee will be required to either re-purchase the Product or pay an upgrade fee as solely determined by Systematic.
Failure to purchase or renew Product Maintenance shall not affect Licensee’s right to continue to use the version of the Product then in its possession, subject to the terms of this Agreement.
9.2.	Termination by Systematic
Systematic can terminate this Agreement or any license or Product Maintenance upon written notice:
a)	if export permissions are refused, or limited;
b)	if Licensee breaches this Agreement, which includes failure to pay Systematic invoices on time, and, if the breach is curable, fails to cure the breach within 30 (thirty) days following written notice from Systematic.
9.3.	Effect of Termination
Termination of this Agreement or any license shall not limit Systematic’s other remedies, nor shall such termination relieve Licensee’s obligation to pay all fees that are accrued prior to such termination.
9.4.	Return of Product upon Termination
If a License granted under this Agreement expires or otherwise terminates, Licensee or its End Users shall: (a) immediately cease using the applicable Product, and (b) certify in writing to Systematic within one (1) month after termination or expiration that Licensee has destroyed or has returned to Systematic the Product and all copies including documentation. This requirement applies to copies in all forms, partial or complete, in all types of media and computer memory, and whether or not modified or merged into other materials.
10.	INTELLECTUAL PROPERTY
10.1.	Ownership
All right, title and interest in the Product(s) and the following upgrade provided under Product Maintenance (including all intellectual property rights) shall remain the property of Systematic and/or its respective affiliates and third party licensors.

Any ideas, know-how, Derivative Software, any other software or documentation developed by Systematic in the course of providing any technical services to the Licensee, shall also remain the property of Systematic.

The Licensee receives only a license to use the Product(s) as described in this Agreement; no ownership rights are transferred to Licensee under this Agreement.

Neither Licensee nor any of its affiliates shall in any country apply to register any of the trademarks, service marks or trade names held or used by Systematic or any combination of similar words or phrases.

Systematic retains ownership of and all intellectual property rights to all Systematic documentation, manual, user guides and other materials provided with the Products or as part of the SDK. 

The Systematic logo and name shall not be replaced, obscured, altered, or erased from printed or electronic copies of the documentation, guides, materials, software etc. Licensee may copy documentation for internal use only provided that the Systematic copyright notices and name is not removed from any such copy. 

Licensee shall only acquire rights in the Product specifically stated in the Contract, and Licensee does not acquire any rights of ownership or rights to sublicense, lend or lease the Product to third parties.
10.2.	Product Technology.
Licensee does not acquire any property or proprietary rights in software, technical data, know-how, processes, algorithms, code, documentation, or applications incorporated, embedded, included or otherwise provided in or with the Products (referred to herein as “Product Technology”). As between Licensee and Systematic, Systematic remains the exclusive owner of any intellectual and industrial property rights relating to the Product Technology. Licensee agrees that the Product Technology including this Agreement is confidential information.

Systematic would be irreparably damaged by Licensee’s failure to comply with the provisions of this Agreement and Licensee agrees that Systematic may seek and obtain an injunction or other equitable remedy for Licensee’s breach of its obligations hereunder.
11.	INDEMNITY
Except as provided herein, Systematic shall defend and pay any final non-appealable judgment to the extent arising from any third party claim against Licensee that the Product licensed by Systematic, (excluding any third party software) used within the scope of this Agreement infringes a copyright or patent or any other third party right enforceable in Denmark, the European Community and United States provided that:
a)	Licensee notifies Systematic in writing within 30 (thirty) days of the claim;
b)	Systematic has sole control of the defence and all related settlement negotiations; and
c)	at Systematic’s request, Licensee provides Systematic with all necessary assistance, information, and authority to assume the defence; reasonable out-of-pocket expenses incurred by Licensee in providing such assistance will be reimbursed by Systematic.
With respect to third party software, Systematic will pass through to Licensee any indemnity it receives from the third party licensor as Licensee’s sole remedy.
Systematic shall have no liability for, and will not be obligated to defend or pay any claim of infringement based on;
a)	use of a superseded or altered Release if such infringement would have been avoided by the use of a current, unaltered Release that Systematic makes available to Licensee;
b)	the combination or use of the Product with materials not furnished by Systematic if such infringement would have been avoided by use of the Product alone;
c)	any Derivative Software products of the Licensee;
d)	any use of the Product beyond the license granted hereunder;
e)	any claims based upon, arising out of or relating to any Client Device.

In the event any Product is found to, or is believed by Systematic to infringe copyright, patent or any third party right, Systematic shall have the option, at its expense, to:
a)	modify the Product to be non-infringing; or
b)	obtain for Licensee a license to continue using the Product or
c)	return pro rata amount of the license fee paid for the Product, and Licensee shall discontinue all use of the Product.
12.	WARRANTIES & LIMITATION OF LIABILITY
12.1.	No software warranty
Systematic does not provide any warranty for the Product(s). However, Systematic will undertake commercially reasonable efforts to correct reported errors in the Products in accordance with Systematic’s Product Maintenance Policy if Licensee is registered for Product Maintenance of the Product and current on all fees due. 

SYSTEMATIC DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND ACCURACY WITH RESPECT TO ITS PRODUCTS AND SERVICES. 

Systematic does not warrant that any Product will meet Licensee’s requirements, purpose or operate in the combinations which may be selected for use by Licensee, operate on Client Devices, or that the operation of any Product will be uninterrupted or error free, or that any Product errors will be corrected. Licensee assumes full responsibility for the selection of the Product to achieve its intended purposes, for the proper installation and use of the Product. 

Some of the Systematic Products provide support assistance in the form of planning and communication tools which leads to critical decisions taken within a Defence organisation. The Systematic Products cannot stand-alone for decision-making and will always require personal assessment of the situation. Systematic products can never replace a personal decision maker’s assessment and Systematic cannot be liable for the decisions made by a decision maker. 

As an accommodation to Licensee, Systematic may supply Licensee with preproduction releases of Product, labelled "Alpha" or "Beta". These releases are not suitable for production or operational use and no such use is permitted. 
SYSTEMATIC DOES NOT WARRANT SUCH PRE-PRODUCTION RELEASES IN ANY WAY, WHICH ARE PROVIDED “AS IS”. LICENSEE AGREES THAT SYSTEMATIC WILL HAVE NO LIABILITY TO LICENSEE FOR DAMAGES RELATED TO OR ARISING FROM THE USE OF SUCH RELEASES.
12.2.	Media warranty
If the Products are delivered on a physical CD, Systematic warrants the media provided by it, if any, to be free of defects in materials and workmanship under normal use for 30 (thirty) days from the date of delivery. During the 30-day period, Licensee may return defective media to Systematic and it will be replaced without charge. Replacement of media is Licensee’s sole remedy in event of media defect.
THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Licensee must notify Systematic of any defects in the media, without delay and within the stated period, or it will be deemed to have waived its rights.
12.3.	Limitation of Liability
OTHER THAN THE LIMITED INDEMNITY SET OUT IN ARTICLE 8, IN NO EVENT SHALL SYSTEMATIC BE LIABLE FOR ANY DAMAGES RELATED TO THIS AGREEMENT, OR THE PRODUCTS OR SERVICES
PROVIDED HEREUNDER INCLUDING ANY INDIRECT, INCIDENTAL, ECONOMIC SPECIAL OR CONSEQUENTIAL LOSSES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR USE, INCURRED BY
LICENSEE OR ANY THIRD PARTY, WHETHER IN AN ACTION OF CONTRACT OR TORT OR OTHERWISE,
EVEN IF SYSTEMATIC OR ANY OTHER RELATED PERSON HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.

SYSTEMATIC’S TOTAL AGGREGATE LIABILITY FOR ANY CLAIMS OR DAMAGES BASED UPON, RELATED TO OR ARISING OUT OF THE PRODUCT LICENSE(S) OR SERVICES, UNDER THIS CONTRACT, OR ANY TRANSACTION CONTEMPLATED HEREIN WILL IN NO EVENT EXCEED THE LESSER OF THE LICENSE FEE ACTUALLY PAID FOR THE PRODUCT(S) OR EURO 125,000.

The provisions of this Article allocates the risks under this Agreement between Systematic and Licensee. Systematic pricing reflects this allocation of risk and the limitation of liability specified herein.
13.	EXPORT RESTRICTIONS
The Products and Product Maintenance is subject to export control restrictions such as Danish and/or United Kingdom Export regulations unless otherwise stated in the Contract.
Any Products purchased in the United States through Systematic Inc. are pursuant to the ITAR §123.9 (b): These commodities are authorized by the US Government for export only to the United States for the use by the US Government. They may not be transferred, transshipped on a non-continuous voyage, or otherwise be disposed of, to any other country or end-user, either in their original form or after being incorporated into other end-items, without prior written approval of the US Department of State.
Licensee agrees to comply with all applicable international and national laws including any export control regulations and permissions that apply to the Product.
Consequently, the Licensee is obligated to provide and sign all end-user declarations, certificates and any other associated export control paperwork required by the relevant governments and to supply reasonably requested information immediately.
Systematic is not in any way responsible or liable for delay or rejection of export applications nor for Licensee’s actions or omissions related to the above stated declarations, certificates and any other associated export control paperwork signed by Licensee.
Furthermore, Systematic is in no way responsible or liable for the further Licensee’s compliance with the applicable national or international laws.
14.	GENERAL TERMS
14.1.	Third Party Software
The terms of this Agreement also apply to any third party software or open source products embedded in each Product; provided, however, additional third party license terms may be included in Release Note, and these additional terms, if any, shall apply to the use of the third party software.
In all events, however, the rights granted to Licensee with respect to third party software are limited to those that are necessary to use the Product.
14.2.	Venue and Governing Law
Except as provided below, this Agreement shall be governed and construed in all respects in accordance with the laws of England and the Parties submit to the jurisdiction of the English courts.

Excepted from the general governing law rule are:
•	Licensee is a legal entity of Denmark, Norway, Sweden, Finland, Estonia, Latvia, Lithuania and Germany. For this Licensee the choice of law is Danish law and the choice of venue shall be a court in Denmark. 
•	If Licensee is buying Products directly from Systematic Inc. the governing law will be the laws of the State of New York (USA), excluding its conflict of laws provisions. Any dispute shall be settled exclusively by arbitration in Washington D.C., provided, Systematic may see equitable remedies of injunction or specific performance in any court of competent jurisdiction. The arbitration shall be conducted under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules.
In all cases, The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.
14.3.	Confidentiality and Reference
Each Party undertakes to treat as confidential the terms and subject matter of the Contract and all confidential information and trade secrets of the other acquired in connection with contract performance. The Licensee is entitled to collect data concerning the performance of the Products by making internal performance, benchmark or comparison tests or analysis in connection with Licensee’s use of the Products in accordance with this Agreement (collectively referred to as “User Data”). Systematic regards User Data as being commercial confidential information, which may not be disclosed to any third parties without Systematic’s prior written consent. 

Licensee must carefully safeguard any software code and Documentation received under this Contract to prevent misuse.

Systematic may include Licensee on its reference list unless otherwise expressly agreed in writing. Further case stories regarding the purchased Products can only take place if the Licensee has given a written consent.
14.4.	Notice
All notices, including notices of address change, required to be sent hereunder shall be in writing and shall be deemed to have been given upon receipt of the first address listed in the relevant Contract.
14.5.	Severability
In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect.
14.6.	Survival
Any provisions contained in this Agreement with respect to the following shall survive termination of this Agreement for any reason – Indemnity, Limitation of Liability, Intellectual Property rights, export control rules and any other right or obligation, which by its nature, is reasonably expected to survive termination of this Agreement.
14.7.	Waiver
The waiver by either Party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach.
14.8.	Entire Agreement
The Contract including the terms and conditions of this Agreement, and its Exhibits and Addenda, if any, constitute the complete agreement between the Parties regarding the Products and supersedes all previous agreements or representations, written or oral, with respect to the Product, maintenance, and services specified herein.

The Contract can only be modified or amended in writing and signed by a duly authorised representative of each Party.
14.9.	Order of Priority
In the event there is a conflict between the Contract and this Agreement, the Contract shall take precedence. 
However, no terms and conditions of Licensee's purchase orders shall take precedence over or supplement the terms and conditions of this Agreement or Contract unless Systematic expressly has agreed such terms in writing. 
This Agreement will take precedence over any kind of terms and conditions submitted by Licensees/customer to Systematic during subsequent transactions.
Performance will not constitute acceptance of Licensee’s contrary or supplemental terms and conditions. 
This Agreement shall also supersede the terms of any previous license agreement included in a package for Systematic-furnished release packages.
In the event of a conflict between the terms of this Agreement and the terms of any Systematic policies or related documentation, instructions, or user guide provided by Systematic to Licensee, the terms of this Agreement shall be controlling.
Prior course of dealings, usages of the trade, and verbal agreements not produced in writing and signed by Systematic, to the extent that they alter the terms of this Agreement, shall not be binding on Systematic.
14.10 	Interpretation.
The parties desire that the Agreement be construed fairly, according to its terms, in plain English, without constructive presumptions against the drafting party, and without reference to the article headings. Article headings have been inserted in this Agreement as a matter of convenience for reference only and it is agreed that such headings shall not be used in the interpretation of any provision of this Agreement. Whenever required by the context, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa.

B.	SitaWare Frontline Third-Party Software License Terms

Refer to Patrol Third Party Licenses provided in the media accompanying this End User License Agreement.

C.	ADOBE AIR CAPTIVE RUNTIME DLLS

Provided by Adobe Flash Builder Premium software and redistributed under permitted Adobe deployment licensing for Captive AIR runtime packaging.

D.	JAVA NATIVE ACCESS LIBRARY

Java Native Access Library 3.4.1 is licensed under open source license LGPL 2.1 or later.

GNU LESSER GENERAL PUBLIC LICENSE
Version 2.1, February 1999 
Copyright (C) 1991, 1999 Free Software Foundation, Inc.
51 Franklin Street, Fifth Floor, Boston, MA  02110-1301  USA
Everyone is permitted to copy and distribute verbatim copies
of this license document, but changing it is not allowed.

[This is the first released version of the Lesser GPL.  It also counts
 as the successor of the GNU Library Public License, version 2, hence
 the version number 2.1.]
Preamble
The licenses for most software are designed to take away your freedom to share and change it. By contrast, the GNU General Public Licenses are intended to guarantee your freedom to share and change free software--to make sure the software is free for all its users. 
This license, the Lesser General Public License, applies to some specially designated software packages--typically libraries--of the Free Software Foundation and other authors who decide to use it. You can use it too, but we suggest you first think carefully about whether this license or the ordinary General Public License is the better strategy to use in any particular case, based on the explanations below. 
When we speak of free software, we are referring to freedom of use, not price. Our General Public Licenses are designed to make sure that you have the freedom to distribute copies of free software (and charge for this service if you wish); that you receive source code or can get it if you want it; that you can change the software and use pieces of it in new free programs; and that you are informed that you can do these things. 
To protect your rights, we need to make restrictions that forbid distributors to deny you these rights or to ask you to surrender these rights. These restrictions translate to certain responsibilities for you if you distribute copies of the library or if you modify it. 
For example, if you distribute copies of the library, whether gratis or for a fee, you must give the recipients all the rights that we gave you. You must make sure that they, too, receive or can get the source code. If you link other code with the library, you must provide complete object files to the recipients, so that they can relink them with the library after making changes to the library and recompiling it. And you must show them these terms so they know their rights. 
We protect your rights with a two-step method: (1) we copyright the library, and (2) we offer you this license, which gives you legal permission to copy, distribute and/or modify the library. 
To protect each distributor, we want to make it very clear that there is no warranty for the free library. Also, if the library is modified by someone else and passed on, the recipients should know that what they have is not the original version, so that the original author's reputation will not be affected by problems that might be introduced by others. 
Finally, software patents pose a constant threat to the existence of any free program. We wish to make sure that a company cannot effectively restrict the users of a free program by obtaining a restrictive license from a patent holder. Therefore, we insist that any patent license obtained for a version of the library must be consistent with the full freedom of use specified in this license. 
Most GNU software, including some libraries, is covered by the ordinary GNU General Public License. This license, the GNU Lesser General Public License, applies to certain designated libraries, and is quite different from the ordinary General Public License. We use this license for certain libraries in order to permit linking those libraries into non-free programs. 
When a program is linked with a library, whether statically or using a shared library, the combination of the two is legally speaking a combined work, a derivative of the original library. The ordinary General Public License therefore permits such linking only if the entire combination fits its criteria of freedom. The Lesser General Public License permits more lax criteria for linking other code with the library. 
We call this license the "Lesser" General Public License because it does Less to protect the user's freedom than the ordinary General Public License. It also provides other free software developers Less of an advantage over competing non-free programs. These disadvantages are the reason we use the ordinary General Public License for many libraries. However, the Lesser license provides advantages in certain special circumstances. 
For example, on rare occasions, there may be a special need to encourage the widest possible use of a certain library, so that it becomes a de-facto standard. To achieve this, non-free programs must be allowed to use the library. A more frequent case is that a free library does the same job as widely used non-free libraries. In this case, there is little to gain by limiting the free library to free software only, so we use the Lesser General Public License. 
In other cases, permission to use a particular library in non-free programs enables a greater number of people to use a large body of free software. For example, permission to use the GNU C Library in non-free programs enables many more people to use the whole GNU operating system, as well as its variant, the GNU/Linux operating system. 
Although the Lesser General Public License is Less protective of the users' freedom, it does ensure that the user of a program that is linked with the Library has the freedom and the wherewithal to run that program using a modified version of the Library. 
The precise terms and conditions for copying, distribution and modification follow. Pay close attention to the difference between a "work based on the library" and a "work that uses the library". The former contains code derived from the library, whereas the latter must be combined with the library in order to run. 
TERMS AND CONDITIONS FOR COPYING, DISTRIBUTION AND MODIFICATION
0. This License Agreement applies to any software library or other program which contains a notice placed by the copyright holder or other authorized party saying it may be distributed under the terms of this Lesser General Public License (also called "this License"). Each licensee is addressed as "you". 
A "library" means a collection of software functions and/or data prepared so as to be conveniently linked with application programs (which use some of those functions and data) to form executables. 
The "Library", below, refers to any such software library or work which has been distributed under these terms. A "work based on the Library" means either the Library or any derivative work under copyright law: that is to say, a work containing the Library or a portion of it, either verbatim or with modifications and/or translated straightforwardly into another language. (Hereinafter, translation is included without limitation in the term "modification".) 
"Source code" for a work means the preferred form of the work for making modifications to it. For a library, complete source code means all the source code for all modules it contains, plus any associated interface definition files, plus the scripts used to control compilation and installation of the library. 
Activities other than copying, distribution and modification are not covered by this License; they are outside its scope. The act of running a program using the Library is not restricted, and output from such a program is covered only if its contents constitute a work based on the Library (independent of the use of the Library in a tool for writing it). Whether that is true depends on what the Library does and what the program that uses the Library does. 
1. You may copy and distribute verbatim copies of the Library's complete source code as you receive it, in any medium, provided that you conspicuously and appropriately publish on each copy an appropriate copyright notice and disclaimer of warranty; keep intact all the notices that refer to this License and to the absence of any warranty; and distribute a copy of this License along with the Library. 
You may charge a fee for the physical act of transferring a copy, and you may at your option offer warranty protection in exchange for a fee. 
2. You may modify your copy or copies of the Library or any portion of it, thus forming a work based on the Library, and copy and distribute such modifications or work under the terms of Section 1 above, provided that you also meet all of these conditions: 
•	a) The modified work must itself be a software library.
•	b) You must cause the files modified to carry prominent notices stating that you changed the files and the date of any change.
•	c) You must cause the whole of the work to be licensed at no charge to all third parties under the terms of this License.
•	d) If a facility in the modified Library refers to a function or a table of data to be supplied by an application program that uses the facility, other than as an argument passed when the facility is invoked, then you must make a good faith effort to ensure that, in the event an application does not supply such function or table, the facility still operates, and performs whatever part of its purpose remains meaningful. 
(For example, a function in a library to compute square roots has a purpose that is entirely well-defined independent of the application. Therefore, Subsection 2d requires that any application-supplied function or table used by this function must be optional: if the application does not supply it, the square root function must still compute square roots.)
These requirements apply to the modified work as a whole. If identifiable sections of that work are not derived from the Library, and can be reasonably considered independent and separate works in themselves, then this License, and its terms, do not apply to those sections when you distribute them as separate works. But when you distribute the same sections as part of a whole which is a work based on the Library, the distribution of the whole must be on the terms of this License, whose permissions for other licensees extend to the entire whole, and thus to each and every part regardless of who wrote it. 
Thus, it is not the intent of this section to claim rights or contest your rights to work written entirely by you; rather, the intent is to exercise the right to control the distribution of derivative or collective works based on the Library. 
In addition, mere aggregation of another work not based on the Library with the Library (or with a work based on the Library) on a volume of a storage or distribution medium does not bring the other work under the scope of this License. 
3. You may opt to apply the terms of the ordinary GNU General Public License instead of this License to a given copy of the Library. To do this, you must alter all the notices that refer to this License, so that they refer to the ordinary GNU General Public License, version 2, instead of to this License. (If a newer version than version 2 of the ordinary GNU General Public License has appeared, then you can specify that version instead if you wish.) Do not make any other change in these notices. 
Once this change is made in a given copy, it is irreversible for that copy, so the ordinary GNU General Public License applies to all subsequent copies and derivative works made from that copy. 
This option is useful when you wish to copy part of the code of the Library into a program that is not a library. 
4. You may copy and distribute the Library (or a portion or derivative of it, under Section 2) in object code or executable form under the terms of Sections 1 and 2 above provided that you accompany it with the complete corresponding machine-readable source code, which must be distributed under the terms of Sections 1 and 2 above on a medium customarily used for software interchange. 
If distribution of object code is made by offering access to copy from a designated place, then offering equivalent access to copy the source code from the same place satisfies the requirement to distribute the source code, even though third parties are not compelled to copy the source along with the object code. 
5. A program that contains no derivative of any portion of the Library, but is designed to work with the Library by being compiled or linked with it, is called a "work that uses the Library". Such a work, in isolation, is not a derivative work of the Library, and therefore falls outside the scope of this License. 
However, linking a "work that uses the Library" with the Library creates an executable that is a derivative of the Library (because it contains portions of the Library), rather than a "work that uses the library". The executable is therefore covered by this License. Section 6 states terms for distribution of such executables. 
When a "work that uses the Library" uses material from a header file that is part of the Library, the object code for the work may be a derivative work of the Library even though the source code is not. Whether this is true is especially significant if the work can be linked without the Library, or if the work is itself a library. The threshold for this to be true is not precisely defined by law. 
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