GENERAL

This License Agreement ("Agreement") is an agreement between you and Zentech International Ltd ("Zentech") and governs your use of Zentech's software products and related documentation ("Product"). By installing, copying, or otherwise using the Product, you agree to be bound by the terms in this Agreement. If you do not agree to the terms of this Agreement, then you may not install, copy, or otherwise use the Product.

LICENSE

Zentech grants you a non-exclusive, non-transferable license to use the Product according to the type of license you have acquired from Zentech. The Product is not sold but leased for the period ("Term") specified in the license file supplied by Zentech. Non-commercial ("Non-commercial") use excludes, without limitation, any use of the Product, as part of, or in any way in connection with a product or service which is sold, offered for sale, licensed, leased, loaned, or rented. Specific conditions of use apply to the type of license acquired from Zentech which are:

i) Evaluation: there is no charge for this and you may make Non-commercial use of the Product solely to assess whether it meets your needs. At the end of the Term, if you do not purchase a license from Zentech you must destroy all copies of the Product obtained by you, including copies installed on any computer.

ii) Academic: you must be a bona fide academic institution and you may make Non-commercial use of the Product solely for internal research and academic purposes. Suitable acknowledgement of the use of the Product must be made in all publications or reports which use results obtained directly or indirectly from use of the Product.

iii) Commercial: you may use the Product subject only to the restrictions stated below.

RESTRICTIONS ON USE

i) You may make a reasonable number of copies of the Product solely for backup and recovery purposes. Any such copies shall in all respects be subject to the terms and conditions of this Agreement.

ii) You shall not copy the Product other than as specified above, or charge or request donations, monies or rewards of any kind for any such copies, however made, or distribute to third parties the Product with other products commercial or otherwise without prior written permission from Zentech.

iii) You shall not remove or obscure any copyright and trade mark notices or other proprietary notices relating to the Product. All notices must be duplicated as they appear on the Product on all authorised copies.

iv) You shall not disassemble, decompile, reverse engineer, modify, translate or create derivative works based on the Product.

v) You shall not lease, sell or rent the Product or use the Product as part of a bureau service to third parties.

vi) You may install the Product licensing component on a single virtual machine if enabled via your license file for the Product and in such case the license is restricted to only one instance of the specified virtual machine owned by you and the licensing component of the Product may not be installed on additional virtual machines.

INTELLECTUAL PROPERTY RIGHTS

The copyright, patents, trade marks and all other intellectual property rights in the Product are owned by and remain the property of Zentech and are protected by national laws and international treaty provisions. You do not obtain any rights in the Product other than those expressly granted in this Agreement.

SUPPORT AND MAINTENANCE

Annual and Quarterly commercial leases include full technical support and access to any Product versions released during the Term. Support requests should be submitted by telephone or email and accompanied, where possible, by relevant evidence (e.g. input/output files).

For all types of Non-commercial leases, Zentech reserves the right to provide no support or maintenance service regarding any aspect of installation or use of the Product.

From time to time Zentech may make available enhanced versions of the Product. The availability and release of any such versions shall not affect this Agreement with respect to the current version of the Product.

DISCLAIMER OF WARRANTY

Zentech does not warrant that the functions contained in the Product will meet any statutory requirements or that the operation of the Product will be entirely error free or as described in the documentation.

No warranty is made on the accuracy or reliability of the Product. It is your responsibility to verify results obtained from the Product. Zentech will in no event have obligations or liabilities for incidental or consequential damages associated with the use of the Product. No other warranty whether expressed, implied or for a particular purpose is made.

In no event shall Zentech be liable to any other party for any loss of or injury to earnings or profits, or for any incidental damages suffered by any other party caused by installation, use or distribution of the Product.

TERMINATION

This Agreement will terminate automatically if you fail to comply with any provision of this Agreement. Upon notice of termination from Zentech you shall destroy all copies of the Product promptly.

SEVERABILITY

If a Court or other competent authority decides that any provision of this Agreement is void or otherwise ineffective in whole or in part then any other part and the other terms and conditions of this Agreement shall continue in full force and effect.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between you and Zentech with respect to the subject matter.

ASSIGNMENT

You may not assign neither this Agreement nor any of its rights or obligations hereunder nor sub-license the use (in whole or in part) of the Product without prior written consent from Zentech.

GOVERNING LAW

This Agreement is governed by and construed in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English Courts.