PASSWORD KEYCHAIN END USER LICENSE AGREEMENT

THIS END USER LICENSE AGREEMENT ("AGREEMENT") IS A LEGAL AGREEMENT BETWEEN YOU ("LICENSEE") AND NELSON FERNANDEZ  ("AUTHOR").  PLEASE READ THIS AGREEMENT CAREFULLY.  INSTALLATION OR DOWNLOADING OF THE SOFTWARE INDICATES COMPLETE AND UNCONDITIONAL ACCEPTANCE OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT.  IF LICENSEE DOES NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, DO NOT INSTALL OR DOWNLOAD THE SOFTWARE.

1.  GRANT OF LICENSE.  The software programs Licensee is installing, downloading, or has acquired with this Agreement, including any updates, modifications, revisions, copies, and software documentation ("Software") are copyrighted, trade secret and confidential information of Author.  Author maintains exclusive title to all Software and retains all rights not expressly granted by this Agreement.  Author or its authorized distributor or reseller grants to Licensee, subject to payment of appropriate license fees, a nontransferable, nonexclusive license to use the Software on the computer hardware or at the site for which an applicable license fee is paid, or as authorized by Author.

2.  RESTRICTIONS ON USE.  Licensee may copy the Software only as backup to support the authorized use.  All copies shall remain the property of Author.  Licensee shall not reverse-assemble, reverse-compile, reverse-engineer, disassemble or in any way derive from the Software any source code.  Licensee shall not redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer rights to the Software.  Licensee shall not remove or alter any trademark, logo, copyright, or other proprietary notices, legends, symbols, or labels in the Software or in copies Licensee has made of the Software.

3.  PROPRIETARY RIGHTS.  Title, ownership rights and intellectual property rights in the Software shall remain in Author.  Licensee has acknowledged such ownership and intellectual property rights and will not take any action to jeopardize, limit, or interfere in any manner with Author's ownership of or rights with respect to the Software.

4.  NO  WARRANTY.  AUTHOR AND ITS DISTRIBUTOR OR RESELLER ARE PROVIDING THE SOFTWARE "AS-IS" WITHOUT ANY WARRANTY WHATSOEVER.  LICENSEE ASSUMES ALL RISKS AND RESPONSIBILITIES FOR SELECTION OF THE SOFTWARE TO ACHIEVE HIS/HER INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE SOFTWARE.  NEITHER AUTHOR NOR A DISTRIBUTOR OR RESELLER OF THE SOFTWARE MAKE ANY WARRANTY THAT THE SOFTWARE WILL BE ERROR FREE OR FREE FROM INTERRUPTION OR FAILURE, OR THAT IT IS COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AUTHOR, ITS DISTRIBUTORS AND RESELLERS DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT WITH RESPECT TO THE SOFTWARE AND ACCOMPANYING WRITTEN MATERIALS.  SOME STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATION MAY NOT APPLY TO LICENSEE.  LICENSEE HEREBY ACKNOWLEDGES THAT THE SOFTWARE MAY NOT BE OR BECOME AVAILABLE DUE TO ANY NUMBER OF FACTORS INCLUDING WITHOUT LIMITATION PERIODIC SYSTEM MAINTENANCE, SCHEDULED OR UNSCHEDULED, ACTS OF GOD, TECHNICAL FAILURE OF THE SOFTWARE, TELECOMMUNICATIONS INFRASTRUCTURE, OR DELAY OR DISRUPTION ATTRIBUTABLE TO VIRUSES, DENIAL OF SERVICE ATTACKS, INCREASED OR FLUCTUATING DEMAND, AND ACTIONS AND OMISSIONS OF THIRD PARTIES.  THEREFORE, AUTHOR, ITS DISTRIBUTORS AND RESELLERS EXPRESSLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY REGARDING SYSTEM AND/OR SOFTWARE AVAILABILITY, ACCESSIBILITY, OR PERFORMANCE. 

5.  LIMITED LIABILITY; NO LIABILITY FOR CONSEQUENTIAL DAMAGES. LICENSEE ASSUMES THE ENTIRE COST OF ANY DAMAGE RESULTING FROM LICENSEE'S USE OF THE SOFTWARE AND THE INFORMATION CONTAINED IN OR COMPILED BY THE SOFTWARE, AND THE INTERACTION (OR FAILURE TO INTERACT PROPERLY) WITH ANY OTHER HARDWARE OR SOFTWARE WHETHER PROVIDED BY AUTHOR, ITS DISTRIBUTORS OR RESELLERS OR A THIRD PARTY.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL AUTHOR, ITS DISTRIBUTORS OR RESELLERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF GOODWILL; WORK STOPPAGE; HARDWARE OR SOFTWARE DISRUPTION IMPAIRMENT OR FAILURE, REPAIR COSTS, TIME VALUE OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, OR THE INCOMPATIBILITY OF THE SOFTWARE WITH ANY HARDWARE, SOFTWARE OR USAGE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT WILL AUTHOR'S, ITS DISTRIBUTORS' OR RESELLERS' TOTAL LIABILITY TO LICENSEE FOR ALL DAMAGES IN ANY ONE OR MORE CAUSE OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE. EXCEED THE AMOUNT PAID BY LICENSEE FOR THE SOFTWARE.  BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO LICENSEE.

6.  TERM AND TERMINATION.  This Agreement remains effective until termination.  This Agreement will automatically terminate if Licensee fails to comply with any term or condition of this Agreement.  Upon termination for any reason, Licensee agrees to cease all use of, delete and destroy the Software, including all copies thereof.

7.  U.S. GOVERNMENT RESTRICTED RIGHTS.  The Software is a "Commercial item", as that term is defined in 48 C.F.R. 2.101 (Oct. 1999), consisting of "commercial computer software" and "commercial computer software documentation", as such terms are used in 48 C.F.R. 12.212 (Oct. 1999).  Consistent with 48 C.F.R. 227.7202-1 through 227.7202-4 (Oct. 1999), all U.S. Government end users acquire the Software with only those rights set forth herein.

8.  CONTROLLING LAW.  This Agreement shall be governed by and construed under the laws of the state of California regardless of location of use by Licensee.

9.  SEVERABILITY.  If any provision of this Agreement is held by a court of competent jurisdiction to be void, invalid, unenforceable or illegal, such provision shall be reformed only as necessary to be valid and enforceable and the remaining provisions of this Agreement shall remain in full force and effect.

10.  MISCELLANEOUS.  This Agreement is the complete Agreement between Author and Licensee relating to the subject matter set forth herein and supersedes all prior or contemporaneous agreements, including but not limited to, any purchase order terms and conditions, except valid license agreements related to the subject matter of this Agreement which are signed by Licensee and a duly authorized agent of Author.  This Agreement may be amended only by a writing signed by both Licensee and a duly authorized agent of Author.  The controlling language of this Agreement is English.  The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.  This Agreement shall not be subject to the Uniform Commercial Code.  A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof.  Licensee may not assign or otherwise transfer the rights granted to him/her under this Agreement by operation of law or otherwise.  The Section headings used in this Agreement are for reference and convenience only and shall not affect the interpretation of this Agreement.