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About Extreme Optimization

License Agreement

LICENSE AGREEMENT

This is a legal agreement between you (either an individual or an entity) and ExoAnalytics Inc. ("ExoAnalytics"). By installing the enclosed software, you are agreeing to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, promptly return the software and the accompanying items (including written materials and binders or other containers) to the place you obtained them for a full refund within 30 days of your purchase. If you need to return the software, you must prepay shipping and either insure the package or assume all risk of loss or damage in transit.

EXOANALYTICS LICENSE

1. GRANT OF LICENSE TO USE. The ExoAnalytics product that accompanies this license is referred to herein as "SOFTWARE." ExoAnalytics Inc. ("ExoAnalytics") grants to you as an individual, a personal, non-exclusive license to make and use the SOFTWARE for the sole purpose of designing, developing, and testing your software product(s). ExoAnalytics grants to you the limited right to use only one copy of the SOFTWARE on a single computer in the manner set forth in this agreement. If you are an entity, ExoAnalytics grants you the right to designate one individual within your organization to have the right to use the SOFTWARE in the manner provided above. If you have obtained a group license, the SOFTWARE may be used on more than one computer by the number of developers associated with the license: 3 for a “Team License” and 8 for a “Department License.” If you have obtained a Site License, the SOFTWARE may be used by an unlimited number of developers on any number of computers in up to two physical buildings at the licensees premises. ExoAnalytics reserves all rights not expressly granted.

The license rights granted under this Agreement do not apply to development or distribution of: (1) software development products or toolkits of any kind, including but not limited to any class libraries, components, controls, XML web services, beans, compilers, plug-ins, adapters, DLLs, APIs or SDKs destined to be used by software developers other than licensed; and (2) software to be licensed or distributed under an open source model, including, without limitation, models similar to GNU's General Public License (GPL), Lesser GPL, the Artistic License (e.g., PERL), the Mozilla Public License, the Netscape Public License, the Sun Community or Industry Source License or the Apache Software license.

1a. BETA VERSIONS. If SOFTWARE is licensed as a beta version, the following also applies. This SOFTWARE is pre-release software and is provided on an "as is", unsupported basis. ExoAnalytics shall have no obligation to correct errors or deliver updates to the SOFTWARE. This Agreement does not entitle you to any maintenance or other services or any updates or new versions of the SOFTWARE or entitle you to receive the final, generally available version of such SOFTWARE should such version be made available by ExoAnalytics.  Any applications you produce using the SOFTWARE may only be used for testing and evaluation purposes and may not be redistributed.

1b. EVALUATION VERSIONS. If the SOFTWARE is licensed as an evaluation version, the following also applies. The license is valid for sixty (60) days after acceptance of the agreement. Any applications you produce using the SOFTWARE may only be used for testing and evaluation purposes and may not be redistributed.

1c. ACADEMIC LICENSES. If the SOFTWARE is licensed as an Academic License, the following also applies. The SOFTWARE may be used for non-commercial, educational purposes only, including conducting academic research or providing educational services.

2. COPYRIGHT. The SOFTWARE is owned by ExoAnalytics or its suppliers and is protected by United States and Canadian copyright laws and international treaty provisions. Therefore, you must treat the SOFTWARE like any other copyrighted material (e.g., a book or musical recording). You may not use or copy the SOFTWARE or any accompanying written materials for any purposes other than what is described in this Agreement.

3. OTHER RESTRICTIONS. You may not rent or lease the SOFTWARE, but you may transfer the SOFTWARE and accompanying written materials on a permanent basis, provided you retain no copies and the recipient agrees to the terms of this Agreement. You may not reverse-engineer, decompile, or disassemble the SOFTWARE except to the extent such foregoing restriction is expressly prohibited by applicable law.

4. OWNERSHIP OF SOFTWARE. You own the magnetic or other physical media on which the SOFTWARE is recorded. However, ExoAnalytics retain title and ownership of the SOFTWARE recorded on the original disk and all subsequent copies of the SOFTWARE, regardless of the form or media in or on which the original and other copies exist. The SOFTWARE is licensed, not sold.

5. SAMPLE CODE. The location of Sample Code is specifically identified in the README.TXT text file on the Setup disk. In addition to the rights granted in section 1, ExoAnalytics grants you the right to use and modify the source code version of the included Sample Code for the sole purpose of designing, developing, and testing your software products, and to reproduce the sample code, along with any modifications thereof, only in object-code form, provided that you comply with Section 7.

6. REDISTRIBUTABLE CODE. In addition to the rights granted in Section 1, ExoAnalytics grants you additional rights to the SOFTWARE designated as "Redistributable Code". The Redistributable Code files, if any, and the rights associated with each of them, subject to Section 7, are identified in the README.TXT text file in the installation directory of this product.

7. DISTRIBUTION REQUIREMENTS. You are authorized to redistribute the Sample Code and/or Redistributable Code, (collectively "REDISTRIBUTABLE COMPONENTS") as described in Sections 5 and 6 above, only if you (a) distribute them in conjunction with and as part of your software product that adds primary and significant functionality to the REDISTRIBUTABLE COMPONENTS ; (b) do not permit further redistribution of the REDISTRIBUTABLE COMPONENTS by your end-user customers ; (c) do not use ExoAnalytics’s name, logo, or trademarks to market your software application product ; (d) include a valid copyright notice on your software product ; (e) include ExoAnalytics’s copyright notice near every occurrence of your own copyright notice on the product ; and (f) agree to indemnify, hold harmless, and defend ExoAnalytics from and against any claims or lawsuits, including attorney’s fees, that arise or result from the use or distribution of your software product. ExoAnalytics reserves all rights not expressly granted. The license in this section to distribute REDISTRIBUTABLE COMPONENTS is royalty-free, provided that you do not make any modifications to any of the REDISTRIBUTABLE COMPONENTS. Contact ExoAnalytics for the applicable royalties due and other licensing terms for all other uses and/or distribution of the REDISTRIBUTABLE COMPONENTS.

8. EXPORT RESTRICTIONS. You agree that neither you nor your customers intend to or will, directly or indirectly, export or transmit (a) the SOFTWARE or related documentation and technical data or (b) your software products as described in Section 7 of this Agreement (or any part thereof), or any process or service that is the direct product of the SOFTWARE to any country to which such export or transmission is restricted by any applicable U.S. regulation or statute, without the prior written consent, if required, of the Bureau of Export Administration of the U.S. Department of Commerce, or such other governmental entity as may have jurisdiction over such export or transmission.

9. CONFIDENTIAL INFORMATION. Any business and technical information that ExoAnalytics designates as confidential or proprietary, any reports provided by you to ExoAnalytics and all information regarding the SOFTWARE including, but not limited to, the content of the SOFTWARE and the results of your evaluation of the SOFTWARE constitute confidential information of ExoAnalytics ("CONFIDENTIAL INFORMATION"). ExoAnalytics, at its sole discretion, may disclose such CONFIDENTIAL INFORMATION. However, you may not disclose to any third party any CONFIDENTIAL INFORMATION, including, without limitation, the results of your evaluation of the SOFTWARE, without the prior written consent of ExoAnalytics. Furthermore, you agree to limit access to CONFIDENTIAL INFORMATION to your authorized employees that have executed appropriate confidentiality agreements with you that protect the CONFIDENTIAL INFORMATION consistent with the requirements of this Agreement. The restriction regarding disclosure of CONFIDENTIAL INFORMATION does not extend to any CONFIDENTIAL INFORMATION that you can establish: (a) is now or hereafter becomes generally available to the public other than as a result of your breach of this Agreement, (b) is disclosed or made available to you by a third party without restriction and without any breach of confidentiality obligation, (c) was independently developed by you without access to or use of the CONFIDENTIAL INFORMATION, or (d) is approved for disclosure by ExoAnalytics in writing.

9a. RIGHTS TO IDEAS AND MATERIALS PROVIDED TO EXOANALYTICS. You grant ExoAnalytics and necessary sub-licensees permission to use and a grant of a worldwide, non-terminable, royalty-free, full assignable and transferable right and license in perpetuity to use materials you provide to ExoAnalytics (including feedback and suggestions) or submit to ExoAnalytics or any other party for review by the general public or any public or private community (collectively "Submissions") for all purposes of ExoAnalytics, including, without limitation, the license rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; to use the ideas, concepts, methods, designs, code you have submitted for evaluation and testing and for use, deployment, sub-licensing or other exploitation, and/or integration into an ExoAnalytics product or service for evaluation, testing, use, deployment, sub-licensing and other exploitation; to publish your name in connection with your Submission; and the right to sublicense all such rights.

10. LIMITED WARRANTY. THE SOFTWARE AND ACCOMPANYING WRITTEN MATERIALS (INCLUDING INSTRUCTIONS FOR USE) ARE PROVIDED "AS IS".

NO WARRANTIES. EXOANALYTICS EXPRESSLY DISCLAIMS ANY WARRANTY FOR THE SOFTWARE. THE SOFTWARE AND ANY RELATED DOCUMENTATION IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE REMAINS WITH YOU. NEITHER EXOANALYTICS NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE SOFTWARE SHALL BE LIABLE UNDER ANY LEGAL THEORY FOR ANY INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS LOSSES, BUSINESS INTERRUPTION, LOSS OF GOODWILL) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, OR ANY OTHER CLAIM BY ANY PARTY EVEN IF EXOANALYTICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NO LIABILITY FOR CONSEQUENTIAL DAMAGES. YOU AGREE TO INDEMNIFY AND HOLD EXOANALYTICS HARMLESS FROM AND AGAINST ANY CLAIMS, DAMAGES, OR LOSS YOU OR EXOANALYTICS MAY SUFFER RESULTING FROM ANY CLAIMS BY END USERS OF THE SOFTWARE OR OF ANY WORK OR OF ANY APPLICATION CONTAINING THE SOFTWARE OR ANY WORK, FOR ANY REASON WHATSOEVER, INCLUDING ANY INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, OR ANY OTHER CLAIM BY ANY PARTY EVEN IF EXOANALYTICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Because some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you.

CUSTOMER REMEDIES. ExoAnalytics’s entire liability and your exclusive remedy shall not exceed the price paid for the SOFTWARE.

HIGH RISK ACTIVITIES. ExoAnalytics advises that the SOFTWARE is not fault tolerant and not designed or intended for use in hazardous environments or mission critical applications requiring fail safe performance, including without limitation, in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, weapons systems, full life support machines, hazardous materials storage and transportation systems, waste treatment applications or any other application in which the failure of the SOFTWARE could lead directly to death, personal injury, or severe physical or property damage or exposure to material financial loss ("High Risk Activities"). ExoAnalytics expressly disclaims any express or implied warranty of fitness for High Risk Activities. You agree that use of the SOFTWARE in High Risk Activities is at your own risk, that you have been advised to obtain suitable insurance against risk, and to retain a consultant or consultants skilled in developing applications using the SOFTWARE and in testing any such applications before use. You hereby indemnify and hold ExoAnalytics harmless from liability for such use and the results of use.

11. SOURCE CODE LICENSE. If the SOFTWARE is licensed with source code, the following also applies:

11a. RESPONSIBLE MANAGER. You shall designate a management-level employee (the "Responsible Manager") who shall have responsibility for preserving the security of the Source Code at all times. The Responsible Manager shall maintain a record of all persons who have access to the Source Code, shall investigate all unauthorized attempts to gain access to the Source Code and shall promptly notify ExoAnalytics of any loss, theft, or unauthorized use or disclosure of the Source Code.

11b. NON-DISCLOSURE OF SOURCE CODE. You acknowledge that the Source Code constitutes a valuable asset of ExoAnalytics and therefore agree that only the following persons shall have access to the Source Code and the source code derivative works: those persons: (i) who have a need for such access to accomplish the purposes of the distribution rights and license grants specified in Section 1 above; and (ii) with whom you have a legally enforceable obligation that precludes disclosure of third-party proprietary information and is otherwise sufficient to enable you to comply with all the provisions of this Agreement. You shall not grant any other individual or entity access to the Source Code.

11c. ACCESS. No person who is authorized under the terms of section 11b shall have access to the Source Code unless and until: (i) they have been apprised of and acknowledges the confidential and proprietary nature of the Source Code; (ii) have been trained with respect to the procedures designed to preserve its confidentiality; (iii) and is subject to a binding and enforceable obligation neither to use such Source Code (other than for purposes expressly permitted by this Agreement) nor to disclose such Source Code to any person or entity other than a person similarly authorized to access the Source Code.

11d. DISTRIBUTION OF DERIVATIVE WORKS. You are granted the right to distribute Derivative Works based on the Source Code in compiled form only, provided you comply with sections 7 and 11e, and all other applicable terms of this agreement. This agreement specifically prohibits the distribution of the Source Code or any of its derivative works in source code form.

11e. PROTECTION AGAINST UNAUTHORIZED USE. ExoAnalytics prevents unauthorized use of SOFTWARE by employing obfuscation and encrypted serial numbers that enable the use of the SOFTWARE. If you create and distribute Derivative Works based on the Source Code, you must use a scheme or method at least as effective to prevent unauthorized use of the SOFTWARE or Derivative Works.

12. GENERAL. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and of Canada applicable thereto. You consent to the jurisdiction of the courts of the Province of Ontario as the exclusive jurisdiction for determination of all disputes and claims arising between the parties to this Agreement.  If any provision of this Agreement is found to be unlawful, void or unenforceable, then that provision shall be severed from this Agreement and shall not affect the validity and enforceability of any of the remaining provisions.