END-USER SOFTWARE LICENSE AGREEMENT FOR EVALUATION VERSION OF ALL MICRODAZE SOFTWARE

This AtomMind End-User Software License Agreement ("EUSLA") is a legal agreement between you, either an individual or a single entity, ("Licensee") and AtomMind Development, Inc., ("AtomMind") for ALL AtomMind software products (the "PRODUCTS" as defined in Section 1(b)). By installing, copying, or otherwise using PRODUCTS, Licensee agrees to be bound by the terms of this EUSLA. If Licensee does not agree to the terms of this EUSLA, do not install or use the PRODUCTS.  

1. DEFINITIONS.
a. PRODUCTS means all components of ALL Programs supplied by AtomMind including, but not limited to, the License Key, computer software, online electronic documentation, HTML files, help text, and PDF files, and may include associated media or printed materials. 
b. AUTHORIZATION means the electronic mail message, letter or other documentation supplied by AtomMind or one of its authorized distributors with this EUSLA, which defines the PRODUCTS licensed under this EUSLA, the number of authorized computers, the term the license and a license key for enabling the PRODUCTS.
c. LICENSE means the license to use the PRODUCTS on the number of computers and the operating systems specified in the AUTHORIZATION
d. TERM means the period of time from Licensee's installation of the PRODUCTS until the expiration of the term specified in the AUTHORIZATION.  

2. RIGHTS AND LIMITATIONS.
a. Subject to the terms and condition of this EUSLA, AtomMind grants Licensee a non-exclusive, non-assignable license to use the PRODUCTS for the TERM.
b. The PRODUCTS may only be installed on computers that are used solely for Licensee's own personal or internal business. This EUSLA does not grant any rights to use or install the PRODUCTS on computers used primarily to service or to benefit persons not having either an employment or contractual business relationship with Licensee, such as a web server servicing the public.
c. AtomMind shall have no obligation to provide any support for the PRODUCTS.
d. Licensee acknowledges and agrees that the PRODUCTS is an Evaluation version which will remain operable only for the TERM.  Licensee further acknowledges and agrees that if Licensee wishes to continue using the PRODUCTS after the TERM, Licensee will need to purchase a license for the use of the PRODUCTS from AtomMind.

3. LICENSEE'S OBLIGATIONS.
Except as expressly and unambiguously provided herein and as conditions of Licensee's LICENSE hereunder, Licensee represents, warrants and agrees:
a. Not to reverse assemble, de-compile, or otherwise attempt to derive source code (or the underlying ideas, algorithms, structure or organization) from the PRODUCTS or from any other information, except to the extent that this restriction is expressly prohibited by local law. 
b. To keep all copies of the PRODUCTS in the possession of Licensee.
c. Not to sell, give, lend, give access to, or otherwise transfer the PRODUCTS, or copies of the PRODUCTS to anyone that is not an employee or consultant of Licensee or to anyone that is not bound to all of the terms and conditions of this EUSLA.
d. Not to use the PRODUCTS for timesharing, outsourcing, hosting or service bureau purposes or otherwise allow others or third parties to benefit from the use of the PRODUCTS.
e. Not to remove from any copies of the PRODUCTS any product identification, copyright or other notices.
f. Not to modify, incorporate into or with other software, or create a derivative work of any part of the PRODUCTS.
g. Not to disseminate performance information or analysis (including, without limitation, benchmarks) from any source relating to the PRODUCTS.

4. TERMINATION.
a. Without prejudice to any other rights, AtomMind may immediately terminate the LICENSE if Licensee fails to comply with any of the terms and conditions of this EUSLA. In such an event, Licensee must destroy all copies of the PRODUCTS and all of its component parts.
b. All of the terms and conditions of this EUSLA shall survive termination with the exception of the LICENSE as defined in Sections 1(c) and 2(a). Termination is not an exclusive remedy and all other remedies will be available to AtomMind whether or not the LICENSE is terminated.

5. GOVERNING LAW.  
This EUSLA shall be deemed to have been made in, and shall be construed pursuant to the laws of the United States, without regard to conflicts of laws provisions thereof.  This EUSLA will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. The prevailing party in any action to enforce this EUSLA shall be entitled to recover reasonable costs and expenses, including, without limitation, reasonable attorneys' fees.  If any part of this License is found void or unenforceable, it will not affect the validity of the balance of the License, which shall remain valid and enforceable according to its terms.
 
6. EXPORT AND IMPORT CONTROL; USE RESTRICTION. 
The Licensee will not transfer, export, or reexport the PRODUCTS, any related technology, or any direct PRODUCTS of either except in full compliance with the export controls administered by the United States and other countries and any applicable import and use restrictions.  The Licensee agrees that it will not export or reexport such items to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Denied Persons List or Entity List, or to any country to which the United States has embargoed goods, or for use with chemical or biological weapons, sensitive nuclear end-uses, or missiles.  The Licensee represents and warrants that it is not located in, under control of, or a national or resident of any such country or on any such list. AtomMind PRODUCTS include encryption and export outside of the United States or Canada is strictly controlled by U.S. laws and regulations. Please contact AtomMind Customer Operations for export classification information relating to the PRODUCTS (support@atommind.com). The Licensee understands that the foregoing obligations are U.S. legal requirements and agrees that they shall survive any term or termination of this License.  The PRODUCTS is a "commercial items," "commercial computer software," and/or "commercial computer software documentation" as defined under U.S. law in FAR section 2.101, DFAR section 252.227-7014(a)(1) and DFAR section 252.227-7014(a)(1), or otherwise. Consistent with DFAR section 227.7202 and FAR Section 12.212, any use, modification, reproduction, release, performance, display, disclosure or distribution of the PRODUCTS by the U.S. government shall be governed solely by the terms of this EUSLA and shall be prohibited except to the extent expressly permitted in this EUSLA.

7. WARRANTY AND DISCLAIMER. 
THE PRODUCTS AND AtomMind PROPRIETARY MATERIALS ARE PROVIDED TO LICENSEE AS AN EVALUATION VERSION AND THEREFORE ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS.  FURTHER, AtomMind DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS THAT THE SOFTWARE WILL BE FREE FROM BUGS, THAT ITS USE WILL BE UNINTERRUPTED, OR REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE PRODUCTS OR OTHER AtomMind PROPRIETARY MATERIALS IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE. LICENSEE UNDERSTANDS THAT AtomMind IS NOT RESPONSIBLE, AND WILL HAVE NO LIABILITY, FOR HARDWARE, SOFTWARE OR OTHER ITEMS OR ANY SERVICES PROVIDED BY ANY PERSON OTHER THAN AtomMind.

8. NO LIABILITY FOR CONSEQUENTIAL DAMAGES. 
To the maximum extent permitted by applicable law, in no event shall AtomMind or its suppliers, distributors and resellers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use the PRODUCTS, even if AtomMind has been advised of the possibility of such damages. Because some states and jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to Licensee.

9. CUSTOMER REMEDIES. 
AtomMind entire liability and Licensee's exclusive remedy under this EUSLA shall not exceed the amount paid by Licensee.

10.MISCELLANEOUS PROVISIONS.
This EUSLA and the AUTHORIZATION comprise the entire understanding between the parties with respect to its subject matter and supersede any previous or contemporaneous communications, representations, or agreements, whether oral or written. No modification of this EUSLA will be binding on AtomMind unless in writing and signed by an authorized representative of each party. Neither this EUSLA nor any right, privilege, license or obligation set forth herein may be assigned, transferred or shared by Licensee without AtomMind prior written consent, and any such attempted assignment or transfer is void. In the event any provision of this EUSLA is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of any of the remaining provisions shall not in any way be affected or impaired.