

ISaGRAF Product Line SOFTWARE LICENSE AGREEMENT
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This software and its associated documentation is protected by copyright laws and international copyright treaties and is offered to you by ICS Triplex ISaGRAF Inc.,
9975 Catania Avenue, Local U, Brossard, Quebec, Canada, J4Z 3V6, (450-445-3353), only for use in accordance with the terms and conditions of the ICS Triplex ISaGRAF End-User Software License Agreement.

This Software License Agreement is a legal agreement between you, either an individual or a single entity (the "Customer") and ICS Triplex ISaGRAF Inc. ("ICS Triplex ISaGRAF") or
its authorized Distributor (the "Distributor") for the ICS Triplex ISaGRAF and ISaGRAF software products.

Installing, copying, or otherwise using this Software Product indicates that you have read, understood, and accept the terms of this Software License Agreement. If
you are unable or unwilling to enter and comply with this agreement, do not proceed with the installation and promptly return the unused Software Product to
the place from which you obtained it for a full refund.

SALES SOFTWARE VERSIONS ONLY
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The "Sales software versions" of ICS Triplex ISaGRAF products are dedicated to sales only; these cannot be used for real applications. The ICS Triplex ISaGRAF warranty does not apply to the sales versions nor does ICS Triplex ISaGRAF offer technical support for these products. ICS Triplex ISaGRAF cannot be held liable for damages caused either directly or indirectly by the use of the sales software versions of their products. 

EDUCATIONAL SOFTWARE VERSIONS ONLY
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The "Educational software versions" of ICS Triplex ISaGRAF products are dedicated to educational purposes only; these cannot be used for real applications. The ICS Triplex ISaGRAF warranty does not apply to the educational versions nor does ICS Triplex ISaGRAF offer technical support for these products. ICS Triplex ISaGRAF cannot be held liable for damages caused either directly or indirectly by the use of the educational software versions of their products. 


SOFTWARE PRODUCT LICENSE
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The Software Product is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.  The Software
Product is licensed, not sold.

1.	GRANT OF LICENSE.  This Software License Agreement grants The Customer the following rights:

Software.  The Customer may install and use one copy of the Software Product, or in its place, any prior version.
 
Storage/Network Use.  The Customer may also store or install a copy of the Software Product on a storage device, such as a network server, used only to
install or run the Software Product on the Customer's other computers across an internal network.  However, the Customer must acquire and dedicate a license for
each separate computer on which the Software Product is installed or run from the storage device.  A single license for the Software Product may not be shared or
used concurrently on different computers.

2. 	OWNERSHIP. All copyrights, trade secrets, and other proprietary rights in or related to the Software Product is and shall remain the exclusive property of ICS Triplex ISaGRAF, whether or not specifically recognized or perfected under the laws of the country where the Software Product is located. The Customer hereby assigns and agrees to assign any and all rights the Customer may have or acquire in or to the Software Product to ICS Triplex ISaGRAF for no additional consideration. The Customer shall not take any action that jeopardizes ICS Triplex ISaGRAF's proprietary rights or acquire any rights in the Software Product. ICS Triplex ISaGRAF shall own all rights in any copy, translation, modification, adaptation or derivation of the Software Product, including any improvement or development thereof.  At ICS Triplex ISaGRAF's request, the Customer shall execute or obtain the execution of any instrument that may be appropriate to assign these rights to ICS Triplex ISaGRAF or to perfect these rights in ICS Triplex ISaGRAF's name.

3.	DESCRIPTION OF SERVICES.  The Software Product shall be delivered to the Customer in machine-executable code form with current documentation containing
detailed specifications for use of the current Software Product version.

During the initial three-month period following delivery of this Software License Agreement, the Distributor shall provide telephone support for the Software Product
at no charge.  For each subsequent twelve-month period following the end of the initial three-month period, the Customer shall be required to pay, in advance to
the Distributor, the current rate for such services including software upgrades.

4.	DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.  Limitations on Reverse Engineering, Decompilation, and Disassembly: the Customer may not reverse engineer,
decompile, or disassemble the Software Product, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

Separation of  Components.  The Software Product is modular. Each module making up the ISaGRAF suite and elected by Licensee can only be used in a single instance.

Source code: If the source code of a Product is provided to the Customer by ICS Triplex ISaGRAF, the Customer agrees to use, copy, or transfer the said source code for the sole purpose of performing its obligations under this agreement. The source code for the Products shall not be sold, transferred or, provided at any time to any other entity. The Customer agrees not to reverse engineer, disassemble, or decompile any Product in whole or in part or otherwise attempt to reproduce the source code or its equivalent.

Specific number of I/Os Licensing: The number of I/Os specified at the time of licensing the product represents the actual physical number of I/Os used.  The customer may not exceed that number of physical I/Os.

Rental:  The Customer may not rent or lease the Software Product.

Software Transfer: The Customer may permanently transfer all of its rights under this Software License Agreement, provided the Customer retains no copies,  transfers all of the Software Product (including all components, the media and printed materials, any upgrades, this Software License Agreement, and, if applicable, the Certificate of Authenticity), and the Recipient agrees to the terms of this Software License Product.  If the Software Product is an upgrade, any transfer must include all prior versions of the Software Product. 

Termination:  Without prejudice to any other rights, the Distributor may terminate this Software License Agreement if the Customer fails to comply with the terms and conditions of this Software License Agreement.  In such an event, the Customer must destroy all copies of the Software Product and all of its component parts.

5.	UPGRADES.  If the Software Product is an upgrade from another product, either from ICS Triplex ISaGRAF or another supplier, the Customer may use or transfer the Software Product only in conjunction with that upgraded product, unless the Customer destroys the upgraded  product.  If the Software Product is an upgrade of an ICS Triplex ISaGRAF product, the Customer can then use that upgrade product only in accordance with this Software License Agreement.  If the Software Product is an upgrade of a component of a package of software programs that the Customer licensed as a single product, the Software Product may be used and transferred only as part of that single product package and may not be separated for use on more than one computer.

6.	COPYRIGHT.  All titles and copyrights in and to the Software Product (including but not limited to any images, photographs, animations, video, audio, music, text, and "applets" incorporated into the Software Product), the accompanying printed materials, and any copies of the Software Product, are owned by ICS Triplex ISaGRAF. The Software Product is protected by copyright laws and international treaty provisions.  Therefore, the Customer must treat the Software Product as any other copyrighted materials except that the Customer may either (a) make one copy of the Software Product solely for backup or archival purposes, or (b) install the Software Product on a single computer allowing the Customer to keep the original solely for backup or archival purposes.  The Customer may not copy the printed materials accompanying the Software Product.

The Customer shall not remove or destroy any copyright, trademark, proprietary marking, or legends placed on or contained in the Software Product, unless authorized in writing by ICS Triplex ISaGRAF.

7.	LIMITATION OF WARRANTY AND LIMITATION OF LIABILITY.  The Distributor warrants that the Software Product, if properly installed by the Customer in accordance with ICS Triplex ISaGRAF's instructions, shall operate in substantial or material conformity with the current Software Product documentation  for a period of 90 days from the time of reception.

If the Software Product does not operate in such substantial or material conformity, the Distributor's only obligation and liability to the Customer or any other person under this Agreement shall be, at the Distributor's option, to correct or replace the Software Product so that it  performs in accordance with the Software Product documentation or to refund the applicable payments for the Software Product upon return of the applicable Software Product materials.

The Customer acknowledges that the limited warranty, as stated in this paragraph, is in lieu of all other warranties, express or implied, including but not limited to the manufacturer's warranties of merchantability, quality, fitness for a particular purpose, functionality or economic benefit, and is the only warranty made in connection with the Software Product, support services or other assistance. The warranty provisions of the applicable law are hereby expressly excluded to the extent permitted.

Without limiting the generality of the foregoing, ICS Triplex ISaGRAF makes no warranty that the Software Product shall operate with any hardware or software other than that specified by the current product documentation, that the licensed software shall satisfy the Customer's own specific requirements, that copies of the Software Product other than those provided or authorized by ICS Triplex ISaGRAF shall possess functional integrity or that the operation of the licensed software shall be free from defects. 
Except to the extent that liability may not lawfully be excluded in an agreement of this nature, the Distributor and ICS Triplex ISaGRAF shall not be liable to any person or entity for loss or damage, whether direct, indirect, special, incidental or consequential damages including without limitation damages for loss of business profits, business interruption and the like, arising out of the use or inability to use the Software Product, any documentation, manual or training relating thereto, including without limitation arising out of its generated applications, even if advised of the possibility of such damages, whether resulting from a breach of contract or a breach of warranty.  The entire risk as to the results and performance of the Software Product is assumed by the Customer.  In any event, ICS Triplex ISaGRAF shall not be held liable for any amounts exceeding the cost of the license fee.
The limited warranty shall become void, and ICS Triplex ISaGRAF or any other person shall be released from all obligations of performance and all liability in the event that the Software Product is modified by anyone other than ICS Triplex ISaGRAF or if support services are rendered by anyone other than ICS Triplex ISaGRAF or the Distributor.

8.	TAXES.  The fees and charges covered by this Agreement are exclusive of any tariffs, duties, or taxes (however designated, levied or based and whether foreign or domestic) imposed or levied on the Software Product or in connection with this Agreement.  The Customer shall be liable for payment of all such tariffs, duties and taxes, except for taxes imposed on the Distributor's net income.

9.	PERFORMANCE BY THE DISTRIBUTOR.  In the case that the authorized Distributor is providing the software to the Customer. The Customer agrees that the authorized Distributor is: a) acting as an independent contractor for ICS Triplex ISaGRAF in providing the Software Product and support services, b) has no authority to make representations or to act on behalf of ICS Triplex ISaGRAF, except as expressly stated in this Agreement, and c) is the sole entity liable to fulfill the obligations herein provided. The Customer agrees that, upon notification by ICS Triplex ISaGRAF of the termination of the relationship between ICS Triplex ISaGRAF and the Distributor, the rights and obligations of the Distributor hereunder shall be automatically assigned to ICS Triplex ISaGRAF or any other authorized Distributor designated by ICS Triplex ISaGRAF.
This Agreement represents the complete and exclusive statement of the agreement between the Distributor and the Customer and supersedes all prior agreements and representations between them.


        ICS Triplex ISaGRAF
