SWIFTSOFT SOFTWARE LICENSE AGREEMENT

GRANT OF LICENSE. This SwiftSoft (SWIFTSOFT) Agreement ("License") permits you ("LICENSEE") the right to use one copy of a properly registered SwiftSoft Development Toolkit ("TOOLKIT") for development purposes on any single computer, provided the TOOLKIT is in use on only one computer at any time. TOOLKIT is "in-use" on a computer when it is loaded into temporary memory (i.e. RAM) or installed into the permanent memory (i.e. hard disk, CD-ROM, or other storage device) of that computer.

REDISTRIBUTION OF THE TOOLKIT RUNTIMES. To obtain rights to distribute TOOLKIT runtimes as part of the LICENSEE’s software application or derivative works ("PRODUCT"), you must acknowledge and uphold this License Agreement and agree to notify SWIFTSOFT immediately of any changes in status or violations. SWIFTSOFT grants the LICENSEE, a limited, non-exclusive, right to use, reproduce, display or otherwise distribute or transfer limited copies of TOOLKIT runtimes, as an integral part of PRODUCT, in executable form only, provided that:

a) The total annual sales of your PRODUCT(s) [derivative works, software application(s) and/or software installation(s)], which includes TOOLKIT runtimes, does not exceed one-hundred thousand dollars ($100,000 US), in any year.

b) If the use is for corporate in-house development project(s), purchase of our development kit(s) grants you a single site license with TOOLKIT runtime distribution, within your derivative work(s), within a single site (physical location).

c) The total annual TOOLKIT runtimes of your derivative works [software application(s) and/or software installation(s)], does not exceed one-hundred thousand copies, in any year; or is untrackable as in internet clients, shareware or freeware.

d) The LICENSEE’s product is targeted to end users.

e) You are not developing a client/server based solution (such as an internet/intranet server) which involves multiple servers   and remote (off-site) clients

f) The LICENSEE’s PRODUCT is not a development tool. PRODUCT’s that can be used in other products (such as         ActiveX controls) are considered to be development tools.

g) You do not use SWIFTSOFTS' name, logo, or trademarks to market PRODUCT without prior written approval of SWIFTSOFT.

h) You agree to indemnify, hold harmless, and defend SWIFTSOFT from and against any claims or lawsuits, including attorney's fees, that arise or result from the use or distribution of your PRODUCT.

i) Only the TOOLKIT runtimes can be distributed. Distribution of the TOOLKIT development kit, documentation, source code, or the distribution unlock codes, is a violation of this agreement.

j) LICENSEE includes a statement substantially similar to the following within derivative work’s documentation and about box:
"This product contains portions of code owned by SwiftSoft Inc. (WWW.SWIFTSOFT.DE)."

If ANY of the above terms are not applicable to LICENSEE’s situation, or any of the above cannot be complied with, or you feel that you need modifications to this license, for any reason; then you must obtain an expanded direct license from SWIFTSOFT for your derivative works, (currently available through SwiftSoft by e-mail at: sales@swiftsoft.de, or by fax at: +49-351-8037944).

SWIFTSOFT reserves the right to charge the LICENSEE US $100.000+ for a unlicensed TOOLKIT and US $100 per unlicensed copy of PRODUCT. The license granted herein and all of your rights to use or maintain possession of TOOLKIT shall terminate immediately upon breach of any material provisions of this Agreement.

This license grants rights to LICENSEE for only the SWIFTSOFT code (TOOLKIT) mentioned above and does not convey any other rights of use or distribution to SWIFTSOFT technology.

COPYRIGHT. The Software is owned by SWIFTSOFT and is protected by United States copyright laws and international treaty provisions. LICENSEE may not remove or alter the copyright notice from any copy of the Software or any copy of the written materials, accompanying the Software.

OTHER RESTRICTIONS. This SWIFTSOFT License Agreement is your proof of license to exercise the rights granted herein and must be retained by you. LICENSEE may not rent or lease TOOLKIT. LICENSEE may not reverse engineer, decompile or disassemble TOOLKIT.

NO WARRANTY. ANY USE BY LICENSEE OF THE SOFTWARE IS AT THE LICENSEE’S OWN RISK. THE SOFTWARE IS PROVIDED FOR USE ONLY WITH WINDOWS PRODUCTS AND RELATED APPLICATION SOFTWARE AND/OR HARDWARE PRODUCTS. THE SOFTWARE IS PROVIDED FOR USE "AS IS" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SWIFTSOFT DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. SWIFTSOFT IS NOT OBLIGATED TO PROVIDE ANY UPDATES TO THE SOFTWARE.

NO LIABILITY FOR CONSEQUENTIAL DAMAGES. In no event shall SWIFTSOFT be liable for any damages whatsoever (including, without limitation, incidental, direct, indirect and consequential damages, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss) arising out of the use or inability to use this SWIFTSOFT product, even if SWIFTSOFT has been advised of the possibility of such damages. Because some states/countries do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you.

INDEMNIFICATION BY LICENSEE. If LICENSEE distributes TOOLKIT in violation of this Agreement, you agree to indemnify, hold harmless and defend SWIFTSOFT and its suppliers from and against any claims or lawsuits, including attorney's fees that arise or result from the use or distribution of TOOLKIT in violation of this Agreement.

To work out an acceptable license agreement or to get your questions answered contact sales@swiftsoft.de or fax +49-351-8037944

REMEMBER, IT IS YOUR OBLIGATION TO NOTIFY SWIFTSOFT OF ANY CHANGE IN YOUR STATUS.