TGEDIT LICENCE AGREEMENT IMPORTANT ! READ CAREFULLY: This Geomantics Software Developer License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and Geomantics for TGEDIT, which includes computer software and associated media and graphics materials. By installing, copying, or otherwise using TGEDIT, you agree to be bound by the terms of this EULA. TGEDIT DEVELOPER LICENSE TGEDIT is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. TGEDIT is licensed, not sold. GRANT OF LICENSE. 1. Limited License Grant. Subject to payment of any applicable license fees, Geomantics grants to you ("Licensee") a non-exclusive, non-transferable limited license to use the Software. Except for the foregoing, Licensee may not re-distribute the Software in whole or in part, either separately or included with a product. You may: a. Install the Software on any computer owned by the Licensee for development purposes; b. Copy the Software for archival purposes, provided any copy must contain all of the original copyright notices and licence agreements. c. Edit, alter or otherwise adapt the software for your own benefit or the benefit of your direct clients. d. Redistribute the software or a derived work as part of a larger commercial project, so long as the total size of the tGedit code constitutes less than 20% of the total project, size being calculated by character. 2. Restrictions. The Software is confidential copyrighted information of Geomantics and title, ownership rights, and intellectual property rights in the Software and to all copies is retained by Geomantics. The Software is protected by the copyright laws and treaties. You may not: 1. Install the Software on any computer not covered by Section 1 of this licence; 2. Create Derivative works based on the Software other than for use as an included part of a larger project. 3. Copy the Software other than as specified in Section 1 of this License; 4. Sell, rent, lease, grant a security interest in, or otherwise transfer rights to the Software or alter or remove any proprietary notices or labels on the Software. 5. Software may not be leased, assigned, or sublicensed, in whole or in part, except as specifically authorized in Section 1. Licensee warrants that it will not use or redistribute the Software for such purposes. All sample product graphics, images and information is copyright and may only be used for development purposes and deployed on computers owned by the Licencee. 3. Trademarks and Logos. This License does not authorize Licensee to use any Geomantics name, trademark, or logo without prior written permission. Licensee acknowledges that Geomantics owns all related trademarks, logos and icons. 4. WARRANTY DISCLAIMER. THIS SOFTWARE AND ANY RELATED SERVICES OR DOCUMENTATION IS PROVIDED ON AN "AS IS" BASIS, WITHOUT A WARRANTY OF ANY KIND. ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, ARE HEREBY EXCLUDED. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS BORNE BY YOU. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU AND NOT GEOMANTICS ASSUME THE ENTIRE COST OF ANY SERVICE AND REPAIR. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THE AGREEMENT. 5. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GEOMANTICS OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES SUFFERED BY LICENSEE OR ANY THIRD PARTY AS A RESULT OF USING OR DISTRIBUTING SOFTWARE. IN NO EVENT AND UNDER NO CIRCUMSTANCES WILL GEOMANTICS OR ITS SUPPLIERS BE LIABLE FOR ANY LOST REVENUE, PROFIT OR DATA, OR FOR DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES OR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, TORT, CONTRACT, OR OTHERWISE, ARISING OUT OF THE USE OF, MISUSE OF OR INABILITY TO USE SOFTWARE, EVEN IF GEOMANTICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event will Geomantics's liability to Licensee, whether in contract, tort (including negligence), or otherwise exceed the total price paid for the software or the annual Service Fee paid to Geomantics by Licensee for the twelve (12) months preceding the event giving rise to the claim. No action, whether in contract or tort including but not limited to negligence, arising out of or in connection with this Agreement may be brought by either party more than eighteen (18) months after the cause of action has accrued. 6. Termination. Licensee may terminate this License at any time by destroying all copies of Software. This License will terminate immediately without notice from Geomantics if Licensee fails to comply with any provision of this License. Upon such termination, Licensee must destroy all copies of Software, including any derivative works or modified versions of the Software. 7. Export Regulations. Software may not be deployed on any server in the states of Burma or Zimbabwe. Purchasers resident in the state of Israel are required to make an additional US$50 donation as a condition of purchase. 8. Governing Law. Any action related to this License will be governed by Scottish law. No choice of law rules of any jurisdiction will apply. 9. Severability. IF ANY OF THE ABOVE PROVISIONS ARE HELD TO BE IN VIOLATION OF APPLICABLE LAW, VOID, OR UNENFORCEABLE IN ANY JURISDICTION, THEN SUCH PROVISIONS ARE HEREWITH WAIVED OR AMENDED TO THE EXTENT NECESSARY FOR THE LICENSE TO BE OTHERWISE ENFORCEABLE IN SUCH JURISDICTION. HOWEVER, IF IN GEOMANTICS OPINION DELETION OR AMENDMENT OF ANY PROVISIONS OF THE LICENSE BY OPERATION OF THIS PARAGRAPH UNREASONABLY COMPROMISES THE RIGHTS OR INCREASE THE LIABILITIES OF GEOMANTICS, GEOMANTICS AUTOMATICALLY TERMINATES THE LICENSE WITHOUT ANY REMEDY TO THE LICENSEE. UPON SUCH TERMINATION, LICENSEE MUST DESTROY ALL COPIES OF THE SOFTWARE. 10. Breach of Agreement. It is understood and agreed that, notwithstanding any other provision of this Agreement, Licensee's breach of any of the provisions of this Agreement will cause Geomantics irreparable damage for which recovery of money damages would be inadequate, and that Geomantics will therefore be entitled to seek timely injunctive relief to protect Geomantics's rights under this Agreement in addition to any and all remedies available at law. 11. Miscellaneous. This Agreement is the parties' entire agreement relating to its subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, conditions, representations and warranties and prevails over any conflicting or additional terms of any quote, order, acknowledgment, or other communication between the parties relating to its subject matter during the term of this Agreement. No modification to this Agreement will be binding, unless in writing and signed by an authorized representative of each party. 12. Should you have any questions concerning this Agreement, or if you desire to contact Geomantics for any reason, please write: Geomantics Ltd., Cluanach, Auchtubhmor, Balquhidder, Perthshire, Scotland FK19 8NZ or e-mail: info@geomantics.com. © 2003 Geomantics