Software License Agreement

MemoryBoost Pro for Windows 95, 98, ME, NT, 2000 and XP.
Copyright (c) 2001 – 2002 Tenebril Incorporated.  All Rights Reserved.

DEFINITIONS

"Agreement" is used to refer to this document.

"the Software" is used to refer to MemoryBoost Pro and all associated software components and documentation, either electronic or physical.

"End User" is used to refer to the company, entity or individual whose funds are used to pay the license fee for the Software.

"Evaluation period" is used to refer to the 15-day span of time commencing from the time at which you first installed the Software.

NOTICE TO ALL USERS

Carefully read the following Agreement, which sets forth license terms for the Software.  BY INSTALLING THE SOFTWARE, THE END USER CONSENTS TO BE BOUND BY AND BECOME A PARTY TO THIS AGREEMENT. If a third party uses a copy of the Software installed by the End User, the third party may do so only subject to all conditions, obligations and limitations described in this Agreement.

LICENSE GRANT

Tenebril Incorporated hereby licenses the End User for unlimited use of the Software on his personal computer(s), such as desktop and laptop, or for multiple users on a single personal computer, but not both, and to make one copy in machine-readable form for backup purposes only.  "Use" means storing, loading, installing, executing or displaying the Software.  Within any such copy, the End User must reproduce the copyright notices and any other proprietary legends that were on the original downloaded copy of the Software. No license, right or interest in any trademark, trade name or service mark of Tenebril Incorporated or any third party is granted under this License.  You may not modify the Software or disable any licensing or control features of the Software except as an intended part of the Software's programming features. When you first obtain a copy of the Software, you are granted an Evaluation period.  You are expected to use the Software on your system and to thoroughly evaluate its usefulness and functionality before making a purchase.  After the Evaluation period, you must pay for the Software according to the terms and conditions presented in the Software's documentation, or you must remove the Software from your system. This license may not be transferred to another organization or individual.  Any reproduction or redistribution of the Software not in accordance with this Agreement is prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent allowable by law.

COPYRIGHT AND TITLE

The Software is protected by United States copyright laws and international treaty provisions. The Software and its suppliers own and retain all right, title and interest in and to the Software, including all copyrights, patents, trade secret rights, trademarks and other intellectual property rights therein.  You acknowledge that your possession, installation, or use of the Software does not transfer to you any title to  the intellectual property in the Software, and that you will not acquire any rights to the Software except as expressly set forth in this Agreement. You agree that any copies of the Software and Documentation will contain the same proprietary notices that appear on and in the Software.

DISTRIBUTION

The Software is made available for downloading for use by end users according to this License Agreement. The unmodified distribution archive of the Software may be offered for evaluation purposes via download from any Internet web site, BBS or any other online or offline media, provided that no charge is made except for the media upon which it is distributed or the bandwidth utilized. Anyone offering the unmodified distribution archive must also take reasonable precaution to insure he is distributing the latest version of the program as available from the www.tenebril.com web site.  Tenebril Incorporated reserve the right to revoke distribution rights from anyone at any time without cause.

RESTRICTIONS

You may not rent, lease, loan or resell the Software.  You may not permit third parties to benefit from the use or functionality of the Software via a timesharing, service bureau or other arrangement. You may not transfer any of the rights granted to you under this Agreement. You may not reverse-engineer, decompile, or disassemble the Software, except to the extent that the foregoing restriction is expressly prohibited by applicable law. You may not modify, or create derivative works based upon, the Software in whole or in part.  You may not copy the Software except as expressly permitted above. You may not remove any proprietary notices or labels on the Software.

TERMINATION

This License is effective until terminated.  You may terminate this License at any time by destroying the Software, and all copies thereof. This License will be construed as terminated immediately and without notice from Tenebril Incorporated if you fail to comply with any provision of this License.  If this license is terminated for any reason, you must destroy the Software and all copies thereof.

EXPORT CONTROLS

You may not download or otherwise export or re-export the Software or any underlying information or technology except in full compliance with all laws of the United States and other applicable laws and regulations.

GOVERNING LAW

This license will be governed by the laws of the state of Massachusetts and United States federal law as they are applied to agreements between United States residents entered into and to be performed entirely within the United States. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed.

DISCLAIMER OF WARRANTY

THE SOFTWARE AND THE ACCOMPANYING FILES ARE SOLD "AS IS" AND WITHOUT WARRANTIES AS TO PERFORMANCE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER WARRANTIES EXPRESSED OR IMPLIED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION.

NO LIABILITY FOR CONSEQUENTIAL DAMAGES

IN NO EVENT SHALL TENEBRIL INCORPORATED OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND ARISING OUT OF THE DELIVERY, PERFORMANCE OR USE OF, OR INABILITY TO USE, THE SOFTWARE, EVEN IF TENEBRIL INCORPORATED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL TENEBRIL INCORPORATED'S LIABILITY FOR ANY CLAIM, WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, EXCEED THE LICENSE FEE PAID BY YOU, IF ANY.

HIGH RISK ACTIVITIES

THE SOFTWARE IS NOT FAULT-TOLERANT AND IS NOT DESIGNED OR INTENDED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, INCLUDING WITHOUT LIMITATION, IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, WEAPONS SYSTEMS, DIRECT LIFE-SUPPORT MACHINES, OR ANY OTHER APPLICATION IN WHICH THE FAILURE OF THE SOFTWARE COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR PROPERTY DAMAGE (COLLECTIVELY, "HIGH RISK ACTIVITIES"). TENEBRIL INCORPORATED EXPRESSLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES. 

SEVERABILITY

In the event of invalidity of any provision of this license, the parties agree that such invalidity shall not affect the validity of the remaining portions of this license.

ENTIRE AGREEMENT

This is the entire agreement between you, the End User, and Tenebril Incorporated, which supersedes any prior agreement or understanding, whether written or oral, relating to the subject matter of this license.