GC TermTracker(tm) Software
GENERAL CODE PUBLISHERS CORP.
SOFTWARE LICENSE AGREEMENT

This is a legal agreement between you (either an individual or an entity), the end user, and General Code Publishers Corp. 

I. DEFINITIONS

	1.1 "Licensed Program" shall mean the GENERAL CODE software product GC TermTracker(tm) Software, any accompanying documentation and any fixes or enhancements that may subsequently be issued to you.

	1.2 "Equipment" shall mean the computer hardware being used by the LICENSEE.					
	1.3 "Update" means a new release of the Licensed Software made available by GENERAL CODE to its customers, containing bug fixes and minor modifications or enhancements, but not a new version containing significant new features, as determined by GENERAL CODE in its sole discretion.
	
	1.4 "Use" shall mean the copying or duplication of any portion of a Licensed Program from storage units or media into the Equipment for processing or the utilization of any Licensed Program in the course of the operation of the Equipment.


II.	LICENSE GRANT

	2.1 Use of Binary Form Licensed Program with Equipment. GENERAL CODE hereby grants LICENSEE a perpetual (except as provided in Article VIII), non-exclusive, non-transferable, non-licensable, non-assignable license to Use in machine readable form the Licensed Program specified in Section 1.1 solely on Equipment used by the LICENSEE. The LICENSEE may make one copy of the Licensed Program for backup purposes.  There are three (3) types of licenses for the Program: Single Computer License, Five Concurrent User License and the Site License. You shall only Use the Licensed Program as follows depending on the license you have purchased:

	Single Computer License - This Software License Agreement provides for one (1) licensed user. The Licensed Program shall only be installed and operated on a single computer.

	Five Concurrent User License - This Software License Agreement provides that the network components of the Licensed Program shall only be installed on one (1) network server.  The Licensed Program may be accessed by client software that allows a computer or workstation to utilize the networked services provided by the Licensed Program. No more than five (5) concurrent users of the Licensed Program is permitted.

	Site License - This Software License Agreement has the same provisions as the Five Concurrent User License except that the number of concurrent users utilizing the Licensed Program is not limited.

Requests for permission or further information should be addressed to General Code.

	2.2 Authorized Operators. The Licensed Program will be operated solely by your own employees (authorized operators). Your authorized operators may Use the Licensed Program in the licensed operating environment strictly in support of your internal business operations and to process your own data.


	2.3 Software Locks & Undocumented Features.  Be on notice that the Licensed Program contains a software lock that is designed to prevent unauthorized or excessive use of the Licensed Program. GENERAL CODE does not represent or warrant that operation of this feature will be error free. You nevertheless agree that incorporation of this feature into the Licensed Program is commercially reasonable, has been reflected in the terms and conditions of this Agreement as a whole and you accept all risk associated with this feature. You should backup your data on media not associated with the Licensed Program.


III.	PROPRIETARY RIGHTS

	3.1  Proprietary Rights.   The Licensed Program is owned by GENERAL CODE  and/or its suppliers and is copyrighted and proprietary in nature.  The Licensed Program is being licensed, not sold to LICENSEE.  LICENSEE shall respect such proprietary rights and shall not use such Licensed Program except as permitted by this Agreement and shall not decompile, disassemble or reverse engineer the Licensed Program, and shall not reproduce, print, sublicense, duplicate, sell, distribute, rent, or disclose or otherwise make the Licensed Program available to any third party, in whole or in part, in whatever form without the express written permission of GENERAL CODE. LICENSEE shall ensure that all marks, notices or legends pertaining to the origin, identity or ownership of the Licensed Program remain intact and clearly legible.

3.2 Confidentiality.  LICENSEE shall hold the Licensed Program in confidence, using the same precautions and degree of care it uses to protect its own confidential information, and shall take all actions required to maintain control of the Licensed Program, including securing written records, agreements, and other reasonable measures with its employees and agents to satisfy its obligations under this Agreement with respect to the use, copying, protection, and security of the Licensed Program.


IV.	LIMITED WARRANTY; LIMIT OF LIABILITY

	4.1  Limited Warranty.  GENERAL CODE warrants to LICENSEE that the Licensed Program will perform substantially in accordance with the accompanying written materials for a period of one year from the date of receipt.  GENERAL CODE's entire liability and LICENSEE's exclusive remedy shall be, at GENERAL CODE's option, either repair or replacement of the Licensed Program that does meet this Limited Warranty.  Claims under this Limited Warranty must be received by GENERAL CODE during the one year period. Any repaired or replaced Licensed Program shall be warranted for the remainder of the original one year warranty period or 30 days from the date of receipt, which ever is longer.  This Limited Warranty applies only to the LICENSEE and does not apply to failures caused by abuse, misuse or casualty loss, including power outages and surges.

	4.2  NO OTHER WARRANTY. GENERAL CODE DOES NOT WARRANT THAT THE LICENSED PROGRAM IS FREE FROM ALL BUGS, ERRORS AND OMISSIONS.  EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 4.1, GENERAL CODE MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, INCLUDING, WITHOUT LIMITATION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH REGARD TO ANY LICENSED PROGRAM AND/OR RELATED MATERIALS TO BE FURNISHED BY GENERAL CODE.

	4.3  NO CONSEQUENTIAL DAMAGES.  IN NO EVENT SHALL GENERAL CODE BE LIABLE FOR ANY LOST PROFITS, LOST DATA, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE EXISTENCE, FURNISHING, FAILURE TO FURNISH, OR USE OF ANY LICENSED PROGRAM AND/OR RELATED MATERIAL AND/OR DEVICE.  IN ANY CASE, GENERAL CODE TOTAL LIABILITY SHALL BE LIMITED TO THE PRICE PAID BY LICENSEE OR THE LICENSED PROGRAM.

V.	MAINTENANCE OF LICENSED PROGRAM

              5.1  Fees for Maintenance.  Upon termination of the warranty period specified in Section 4.1, GENERAL CODE will invoice LICENSEE for maintenance services for the twelve (12) months following expiration of the warranty period.  If LICENSEE pays the annual maintenance fee within thirty (30) days after invoice, GENERAL CODE shall provide such maintenance services for such twelve (12) month period.  If LICENSEE does not timely pay the annual maintenance fee, then GENERAL CODE shall have no further obligation to provide maintenance or support of the Licensed Program to LICENSEE.  If LICENSEE pays the first annual maintenance fee, GENERAL CODE will thereafter invoice LICENSEE annually for the maintenance fee for so long as LICENSEE pays the annual maintenance fee.  If LICENSEE timely pays the annual maintenance fee, GENERAL CODE's maintenance services shall continue for that annual period.  If LICENSEE does not timely pay the annual maintenance fee, then GENERAL CODE shall have no further obligation to provide maintenance or support to LICENSEE.  If LICENSEE allows the maintenance services to lapse, it may not reinstate maintenance services unless it first pays all maintenance fees for the lapsed period.

	5.2  Correction of Errors.

		(a) Subject to Section 5.1, GENERAL CODE shall use commercially reasonable efforts to correct documented reproducible software errors in the Licensed Program appearing through the Use of the Licensed Program in accordance with GENERAL CODE's written materials.  Such efforts, with respect to a given Licensed Program error, will be provided after GENERAL CODE receives a request therefor from LICENSEE either:

(i) verbally (via a telephone call); or

(ii)   in writing (via email, fax or courier services) on forms that will be provided by
        GENERAL CODE.

Verbal requests that require action from GENERAL CODE require confirmation of the request in writing within 48 hours .

		(b) Three error correction priority levels have been defined, which shall be handled as follows:

URGENT: The Licensed Program fails to function according to GENERAL CODE's written materials and LICENSEE is unable to proceed without a fix to the problem or a work-around solution.  This includes the loss of or corruption of data. On receipt of a request for resolution of an URGENT Licensed Program error, GENERAL CODE will assign resources, within one (1) business day, to correct the reported problem and such resources shall be applied until the problem is fixed.  GENERAL CODE's technical support staff will maintain periodic contact with LICENSEE, providing information on the proposed method to address the problem and associated schedule.

MEDIUM: The Licensed Program contains incorrect logic or functional problems which there may or may not be a work-around for.  LICENSEE is unable to wait for the reported problem to be corrected in the next Update. GENERAL CODE's technical support staff will provide information on the proposed method to address the problem and will inform LICENSEE of the status and resolution progress.

LOW: The Licensed Program contains an error where LICENSEE is prepared to receive a fix within the next Update.  Upon receipt of a request for resolution, GENERAL CODE's technical support staff will inform LICENSEE of the status and resolution progress.

5.3 Version Support.

	GENERAL CODE will only support the current version of the Licensed Program. 
 
5.4    Direct Engineering Contact.

	GENERAL CODE does not provide direct engineering contact.  Problems with priority URGENT or MEDIUM shall be reported directly to GENERAL CODE's technical support staff by telephone, while problems with priority LOW shall be reported directly to GENERAL CODE by telephone, email or fax.

5.5 Updates.

	During any annual period for which LICENSEE has paid the annual maintenance fee, Updates produced by GENERAL CODE will be made available at no additional charge to the LICENSEE.  Nothing herein shall convey any rights to LICENSEE with respect to any new version of the Licensed Program.

	5.6   Problem Avoidance.

	(a) LICENSEE will perform routine system preventative maintenance.  Prior to requesting support from GENERAL CODE, LICENSEE will comply with all applicable operating and troubleshooting procedures, as provided by GENERAL CODE.  If such efforts are unsuccessful in eliminating the malfunction, LICENSEE will promptly notify GENERAL CODE.

	(b) Requests for support may be made only by LICENSEE personnel who:  (i) possess the necessary expertise and training (as from time to time defined by GENERAL CODE) to diagnose and resolve system and software malfunctions with assistance by GENERAL CODE; and (ii) are designed as "Contacts" in accordance with the applicable GENERAL CODE procedures.


VI.	INFRINGEMENT

	6.1  GENERAL CODE agrees, at its own expense, to defend LICENSEE and hold LICENSEE harmless against any suit, claim, or proceeding brought against LICENSEE alleging that any use of the Licensed Program as delivered by GENERAL CODE infringes any duly issued U.S. patent, copyright or trademark or any trade secrets of any third parties, provided that LICENSEE (i) promptly notifies GENERAL CODE in writing of any such suit, claim or proceeding; (ii) allows GENERAL CODE to defend, settle or otherwise dispose of such suit or proceeding and, at its expense, to direct the defense of such suit, claim, or proceeding; (iii) gives GENERAL CODE sole authority, full information and assistance necessary to defend such suit claim, or proceeding; and, (iv) does not enter into any settlement of any such suit, claim or proceeding without GENERAL CODE'S written consent.  

	6.2  Following written notice of a suit, claim or proceeding or a threat of suit, claim or proceeding requiring said indemnification, GENERAL CODE shall have the right, but no obligation , at its sole option, to (i) procure for LICENSEE the right or license to use the Licensed Program as furnished hereunder; (ii) replace or modify the Licensed Program to make the same non-infringing; or (iii) return to LICENSEE payments applicable to the infringing Licensed Program and to accept return of same Licensed Programs and related documentation without further liability of GENERAL CODE.  If GENERAL CODE elects to replace or modify the Licensed Program, such replacement shall substantially meet the specifications for the Licensed Program as set forth in the accompanying written materials. 	
	
6.3 GENERAL CODE shall have no liability for any claim of copyright or patent infringement based on (a) use of other than a current unaltered release of the Licensed Program available from GENERAL CODE if such infringement would have been avoided by the use of such current unaltered release of the Licensed Program or (b) Use or combination of the Licensed Program with programs not supplied by GENERAL CODE and which use or combination results in the infringement of any patent or copyright.  THIS ARTICLE VI STATES THE ENTIRE LIABILITY OF GENERAL CODE WITH RESPECT TO INFRINGEMENT.													
				
VII.	TRANSFER OF LICENSE

	7.1  No Assignment or Transfer.  LICENSEE agrees that it shall not assign or transfer this Agreement or any right or license granted herein without the prior written consent of GENERAL CODE.  


VIII.	TERMINATION.  

8.1 GENERAL CODE shall have the right to terminate this Agreement and all rights and licenses granted to LICENSEE hereunder immediately upon notice to LICENSEE if LICENSEE breaches Section 3.1, 3.2 or 7.1 of this Agreement.  In the event of such termination, all rights of LICENSEE shall terminate and automatically revert to GENERAL CODE and LICENSEE shall forthwith discontinue all use of the Licensed Program and return to GENERAL CODE all copies of the Licensed Program and all related materials provided by GENERAL CODE in LICENSEE's possession or control.

IX.	GENERAL

	9.1 If the Licensed Program is acquired by an agency or other part of the U.S. Government, the Licensed Program and accompanying written materials are provided with Restricted Rights and use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c) (1) (ii) of the Rights in Technical Data and Computer Program clause at 48 C.F.R. 225.227-7013 or in subparagraphs (c) (1) and (2) of the Commercial Computer Program-Restricted Rights clause at 48 C.F.R. 52.227-19, as applicable.

9.2 This Software License Agreement constitutes the entire agreement between GENERAL CODE and LICENSEE regarding the Licensed Program and all accompanying materials.  If any provision is found to be invalid by a court of competent jurisdiction, the balance of the provisions shall remain in full force and effect.  The failure or omission of either party hereto to insist, in any instance, upon strict performance by the other party of any term or provision of this Agreement or to exercise any of its rights hereunder shall not deemed to be a modification of any term hereof or a waiver or relinquishment of the future performance of any such term of provision by such party, nor shall such failure of omission constitute a wavier of the right of such party to insist upon future performance by the other party of any such term of provision. 

9.3 THIS AGREEMENT IS GOVERNED BY THE LAWS OF NEW YORK, WITHOUT REGARD TO ITS CONFLICT OF LAWS DOCTRINE.  THIS AGREEMENT IS A LICENSE AND IS NOT A SALE OF GOODS.  NEITHER ARTICLE 2 OF THE UNIFORM COMMERCIAL CODE OR THE U.N. CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS SHALL NOT BE APPLICABLE TO THIS AGREEMENT.  EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING, WHETHER AT LAW OR IN EQUITY, COMMENCED BY EITHER OF THEM, WHICH IN ANY WAY ARISES OUT OF OR IN ANY WAY IS CONNECTED, WHETHER DIRECTLY OR INDIRECTLY, WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. 

9.4 All notices and other communications which are required or permitted to be given under this Agreement shall be in writing and shall be delivered either personally or by facsimile or registered or certified mail and shall be deemed effectively received (i) upon actual receipt thereof by the party to be notified, if such notice or other communication is delivered in person or by facsimile, or (ii) upon the fifth (5th) business day following the deposit thereof, postage prepaid to the party to be notified at such party's address as set forth below.  Either party may change its address for the receipt of such notices by giving written notice to the other party in the manner herein provided.  This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which, together, will constitute one and the same instrument.

General Code Publishers Corp.								5-24-04
72 Hinchey Road
Rochester, New York 14624
800/836-8834			



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