Nevron Open Vision Developer’s License Agreement IMPORTANT: Read carefully the following license agreement before installing or using Nevron Software Products, and/or all related materials. This Developer’s License Agreement (“License Agreement”) is a legal agreement by and between NEVRON SOFTWARE LLC, a corporation with its principal place of business located at 501 Silverside Road Suite 105, Wilmington, DE 19809, USA (hereinafter referred to as “Nevron”) and you (either an individual or an entity), the Licensee of Nevron’s proprietary software “Nevron Open Vision”, (“the Software”). “Nevron Open Vision Redistribution License Agreement” is hereinafter referred to as “Nevron Open Vision Redistribution License”. “Nevron Open Vision Developer’s License Agreement” is hereinafter referred to as “Nevron Open Vision Developer’s License”. Each of the following acts by you, your employee or agent, shall constitute your acceptance of the terms and conditions of this License Agreement and your agreement to be bound thereby: (a) opening the sealed disk package, if any; (b) loading or installing any of the executable files, DLL’s or data files of Nevron into memory or virtual memory of any computer; (c) clicking to signify acceptance of this License Agreement during the software installation process; (d) delivering a signed copy of this License Agreement to Nevron; You shall have no rights to any of the Software or its use unless you have accepted the terms and conditions of this License Agreement and agreed to be bound thereby. IF YOU DO NOT AGREE TO THE TERMS OF THE SOFTWARE LICENCE AND LIMITED WARRANTY CONTAINED HEREIN, YOU MAY NOT USE THE SOFTWARE AND YOU ARE ADVISED TO PROMPTLY RETURN ANY DISK MEDIA ON WHICH THIS SOFTWARE IS STORED, TOGETHER WITH ALL PACKAGING AND DOCUMENTATION FOR THE SOFTWARE. 1. UTILITY OF THE SOFTWARE The Software is intended to be used by software developers and programmers as a development tool for adapting, configuring and producing code to integrate the Software with other work, software applications, or graphical user interfaces (GUI). It is not warranted to serve as a complete software solution, and as a result may not be suitable for the needs of all users. PROVISO: Any Work you create from the Software may be used by an end user (as such term is defined below) or distributed only in conjunction with and in accordance with the terms of a valid Nevron Open Vision Redistribution License. This license must be used in conjunction with at least one valid Nevron Open Vision Redistribution License. The terms of all licenses from Nevron together govern your relationship with Nevron. 2. GRANT OF LICENSE RIGHTS 2.1 GRANT OF RIGHTS This license is granted on a “per developer” (individual developer using the Software for development purposes) and “on a subscription” basis as described in Section 2.4. Each developer who desires to use the Software must hold a valid Nevron Open Vision Developer’s License. In consideration of your acceptance to be bound by the terms and conditions of this License Agreement, Nevron grants you the non-exclusive, non-transferable right to use the Software for the sole purpose of creating integration program code to aid in integrating the Software with other work, software applications, or graphical user interfaces you produce (“the Work”) and on one or more computers used for testing and evaluation purposes only, provided that: (i) you have registered this Software with Nevron; (ii) a separate Nevron Open Vision Developer’s License is purchased for each person working with the Software, who develops, manipulates, configures, adjusts or alters the program code or web content while integrating the Work with the Software; (iii) the Software is not the sole or primary component of the Work; (iv) you give proper acknowledgement of the copyright of Nevron; (v) the Work shall not substantially duplicate the capabilities of the Software or, in the reasonable opinion of Nevron, compete with, directly or indirectly with the Software or other Nevron Software products; (vi) you do not use the Software as or to create a product or service or utility which exposes the functionality of the Software to other users in such a way as to compete, directly or indirectly, with the Software or other Nevron Software products; (vii) notwithstanding anything herein contained, the Software must be a fully integrated part of your Work and for purposes of this License Agreement, the term “Work” means a software product that you license to end users in which you will integrate the Software in accordance with the terms of this License Agreement and that adds significant and primary functionality to the Software, and may include software that the licensee acquires from third parties; (viii) you do not use the Nevron name, logo or trademarks in marketing your application or the name, logo or trademarks of any Nevron licensor or supplier; and (ix) you agree to indemnify, defend and hold Nevron harmless from and against any claims or lawsuits, including reasonable attorney's and legal fees, that arise or result from the use or distribution of the Software or any Work. You agree not to remove any copyright, trademark or patent notices contained in or on the Software. Your license rights under this License Agreement are conditional upon you not being engaged at any time in the manufacture, use, distribution or transfer of counterfeit, pirated or illegal software. You must not use the Software in any application or situation where any failure of the Software or Work could lead directly to death, personal injury, or severe physical or environmental damage. Examples include using the Software for controlling the operation of: (i) equipment in any nuclear facilities; (ii) aircraft navigation, communications or flight control systems; (iii) air traffic control systems; (iv) mass transit systems; (v) medical equipment (but only in equipment with an FDA classification of 2 or 3, or an equivalent classification); or (vi) weapons systems. You must not: (i) create derivative works of the Software in any manner that would cause the Software in whole or in part to become subject to any of the terms of an Excluded License; or (ii) distribute the Software (or derivative works thereof) in any manner that would cause them to become subject to any of the terms of an Excluded License. For purposes of this License Agreement, the term “Excluded License” means any license that requires as a condition of use, modification and/or distribution of software subject to the Excluded License, that such software or other software combined and/or distributed with such software be (a) disclosed or distributed in source code form; (b) licensed for the purpose of making derivative works; or (c) redistributable at no charge. You may not rent, lease or lend the Software. You shall not reverse engineer, decompile or disassemble the Software, except as otherwise specifically permitted by applicable law notwithstanding such a restriction. Your rights to use the Software are conditional on your compliance with the terms of this License Agreement. 2.2 DEVELOPER LICENSE A valid Nevron Open Vision Developer’s License for the Software is required for each person working with the Software, who develops, manipulates, configures, adjusts or alters the program code or web content while integrating the Work with the Software. Each individual developer who desires to use the Software must hold a valid Nevron Open Vision Developer’s License. Nevron Open Vision Developer’s License is granted on a subscription basis for a 12 months Subscription period as described in Section 2.4. You may install, copy, and use the Software by purchasing a 12 month Developer’s License Subscription (“License”) from Nevron or its authorized resellers for each developer using the Software. 2.3 DEVELOPER LICENSE FEES The Nevron Open Vision Developer’s License cost is determined based on the number of developers working with the Software for developing, manipulating, configuring, adjusting or altering the program code or web content while integrating the Work with the Software and the type of Nevron Services provided with the License. Pricing for the License is available upon request and are subject to change. Please consult Nevron or its authorized resellers as to current fees before placing an order. All license fees are non-refundable and non-cancelable. 2.4 DEVELOPER LICENSE TWELVE (12) MONTH SUBSCRIPTION Nevron licenses the Software on a subscription basis. A subscription lasts for a 12 month period from the date of purchase. You will be eligible to receive all major and minor updates for the Software during this 12 month period. Upon expiration of a subscription (12 months, plus 1 day after original purchase date), you can optionally renew the Software subscription for an additional 12 month period (and each subsequent year thereafter) in order to continue using the Software from Nevron. Pricing for the 12 month Software subscription and any subsequent renewal of the subscription are listed on www.nevron.com and subject to change with or without notice. Nevron reserves the right to discontinue the Software or its constituents, at any time. 2.5 LIMITED DEPLOYMENT AND REDISTRIBUTION The license granted to you herein is a form of developer’s license. It entitles you to develop a Work in accordance with the terms of this License Agreement, evaluate and test the Software and any such Work, but does not entitle you to use the Software or any Work for commercial purposes or for deployment within your own organization as an end user or for redistribution or sublicensing to any of your desired end users. Your use as an end user and redistribution of the Software is governed by the Nevron Open Vision Redistribution License. 2.6 SOFTWARE REDISTRIBUTABLES The Software (Nevron Open Vision) may include certain files, or components marked as “REDISTRIBUTABLE(s)”. A complete list of REDISTRIBUTABLE(s) under this License Agreement is available as part of the Nevron Open Vision Redistribution License upon request. 3. LIMITED TRANSFER RIGHTS This license may not be transferred or assigned to anyone without the prior written consent of Nevron. Any authorized transferee of the Software shall be bound by the terms and conditions of this License Agreement. Notwithstanding the foregoing, you may transfer all your rights to use the Software to another person or legal entity provided that: (i) you also transfer each of this Software License Agreement, the Software and all other software or hardware bundled or pre-installed with the Software, including all copies, updates and prior versions, and all copies of font software converted into other formats, to such person or entity; (ii) you retain no copies, including backups and copies stored on a computer; (iii) the receiving party secures a personalized serial number from Nevron; and (iv) the receiving party accepts the terms and conditions of this Software License Agreement and any other terms and conditions upon which you legally purchased a license to the Software. 4. ADDITIONAL PROVISOS FOR EVALUATION AND BETA VERSIONS SOFTWARE 4.1 ADDITIONAL PROVISOS FOR EVALUATION VERSIONS SOFTWARE If the Software is identified as Evaluation version Software (“Evaluation Software”), the following section applies to all evaluation and/or demonstration copies of Nevron Software and continues in effect until you purchase a license for the Software: (i) the Software may be used on one or more Development or Test environments; (ii) the Software may only be used for testing and evaluation purposes and may not be redistributed; (iii) access to any files created with the Evaluation Software is entirely at your risk; and (iv) you agree that the Software is provided “as is, where is” without warranty or condition of any kind. If the Evaluation Software has a time-out feature, then the software will cease operation after the conclusion of the designated evaluation period. Upon such expiration date, your license will expire unless otherwise extended. 4.2 ADDITIONAL PROVISOS FOR BETA VERSIONS SOFTWARE To the extent that any provision in this section is in conflict with any other term or condition in this Software License Agreement, this section shall supersede such other term(s) and condition(s) only with respect to the Pre-release or Beta Software, but only to the extent necessary to resolve the conflict. If the Software is identified as Beta version Software (“Pre-release Software”), the following additional provisions apply: (i) you acknowledge that the Pre-release Software is a pre-release version, does not represent final product from Nevron, and may contain bugs, errors and other problems that could cause system or other failures and data loss, and may be substantially modified by Nevron prior to commercial release; (ii) this license expires in respect of Pre-release Software upon availability of a commercial release of the Software from Nevron; (iii) the Software may only be used for testing and evaluation purposes and may not be redistributed; (iv) access to any files created with the Pre-release Software is entirely at your risk; and (v) you agree that the Software is provided “as is, where is” without warranty or condition of any kind. CONSEQUENTLY, THE PRE-RELEASE SOFTWARE IS PROVIDED TO YOU “AS-IS” WITH NO WARRANTIES FOR USE OR PERFORMANCE, AND NEVRON DISCLAIMS ANY WARRANTY OR LIABILITY OBLIGATIONS TO YOU OF ANY KIND, WHETHER EXPRESS OR IMPLIED. You acknowledge that Nevron has not promised or guaranteed to you that Pre-release Software will be announced or made available to anyone in the future that Nevron has no express or implied obligation to you to announce or introduce the Pre-release Software, and that Nevron may not introduce a product similar to, or compatible with the Pre-release Software. Accordingly, you acknowledge that any research or development that you perform regarding the Pre-release Software or any product associated with the Pre-release Software is done entirely at your own risk. During the term of this Software License Agreement, if requested by Nevron, you can provide feedback to Nevron regarding testing and use of the Pre-release Software, including error or bug reports. You may not sublicense, lease, loan, rent, distribute or otherwise transfer the Pre-release Software. 5. LIMITS ON EXECUTION AND STORAGE OF THE SOFTWARE You may install and store the Software on one or more computer systems for the licensed purposes set forth herein. Your rights to use the Software are specifically limited as follows: (a) each Nevron Open Vision Developer’s License entitles you to use the Software for development purposes only on one computer system at any particular time; and (b) each Nevron Open Vision Developer’s License entitles you and only you to evaluate and test any Work you develop on an unlimited number of systems simultaneously, for evaluation and testing purposes only. 6. OWNERSHIP OF SOFTWARE As the licensee, you own the magnetic or other physical media on which the Software is originally or subsequently recorded or fixed, but an express condition of this License Agreement is that Nevron retain title and ownership of the Software recorded on the original disk copy 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, and all rights not expressly granted in this License Agreement are reserved by Nevron. 7. COPYRIGHT The Software and accompanying written materials (“Documentation”) are owned by Nevron Software LLC and are protected by United States copyright laws and international treaty provisions. Nevron owns 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 License Agreement. You agree that any copies of the Software will contain the same proprietary notices that appear on and in the Software. You will not copy all or a substantial part of the Software, except to the extent necessary to install the program in a single hard disk or other storage device and as provided herein or except in compliance with the grant of rights to you herein. You may copy the Software solely for backup and archival purposes, provided that the original and each copy are kept in your possession and that your installation and use of the Software does not exceed that allowed in the “GRANT OF LICENSE RIGHTS” section above. The software distributes “Google Cross Core” fonts (digitized data copyright (c) 2010 Google Corporation with reserved font Arimo, Tinos and Cousine.) distributed under the “SIL OPEN FONT LICENSE Version 1.1”. A License for the Software may not be shared or used concurrently on different computers. 8. TRADE SECRETS AND CONFIDENTIALITY You agree with Nevron that: (i) the Software contains information or material which is proprietary to Nevron (“Confidential Information”), which is not generally known other than by Nevron, and which you may obtain knowledge of through, or as a result of the relationship established hereunder with Nevron. Without limiting the generality of the foregoing, Confidential Information includes, but is not limited to, the following types of information, and other information of a similar nature (whether or not reduced to writing or still in development): designs, concepts, ideas, inventions, specifications, techniques, discoveries, models, data, source code, object code, documentation, graphs, diagrams, research, development, methodology, processes, procedures, know-how, new product or new technology information, strategies and development plans (including prospective trade names or trademarks); (ii) such Confidential Information has been developed and obtained by Nevron by the investment of significant time, effort and expense, and provides Nevron with a significant competitive advantage in its business; (iii) you agree that you shall not make use of the Confidential Information for your own benefit or for the benefit of any person or entity other than Nevron, except for the expressed purposes described in the paragraph hereof entitled “UTILITY OF THE SOFTWARE”, in accordance with the provisions of this License Agreement, and not for any other purpose; (iv) you agree to hold in confidence, and not to disclose or reveal to any person or entity, the Software, the Documentation or any other Confidential Information concerning the Software other than to such persons as Nevron shall have specifically agreed in writing to permit you to so disclose, except where such disclosure is necessary for you to utilize the Software for the furtherance of the expressed purposes described in the paragraph hereof entitled “UTILITY OF THE SOFTWARE”, in accordance with the provisions of this License Agreement, and not for any other purpose; and (v) you acknowledge the purpose of this paragraph entitled “TRADE SECRETS AND CONFIDENTIALITY” is to protect Nevron’s ability to limit the use of the data and the Software generally to licensees, and to prevent use of Confidential Information concerning the Software by other developers or vendors of software. Full text of License agreement: http://helpopenvision.nevron.com/License%20Agreement.html