Cycorp Free-of-Charge Software

The following Terms and Conditions apply only to software and related documentation (“SOFTWARE”) which are labeled Cycorp Free-of-Charge Software.

The Software is provided to you and other users who use the Software (collectively referred to as “User” or “Users”), and is subject to these “Terms and Conditions of Use” from hereinafter referred to as (“Terms and Conditions” or “Agreement”).

The SOFTWARE is provided as free (beta) Software to any “User/Users” who agrees/who agree to abide by these “Terms and Conditions”. “Users” who violate the terms of these “Terms and Conditions” may be permanently or temporarily banned from using the SOFTWARE, at CYCORP’s sole discretion.

Cycorp Free-of-Charge Software Agreement

Your use of the SOFTWARE indicates your acceptance of the following “Terms and Conditions”. If you do not agree to these “Terms and Conditions”, you may not install or use the SOFTWARE.

0. Summary

CYCORP provides this SOFTWARE with the aim that it will be a useful product, but we provide it WITHOUT ANY WARRANTY; without even the implied warranty of MERCHANTABILITY or FITNESS FOR A PARTICULAR PURPOSE.

1. Ownership and License

The SOFTWARE is owned by Cycorp, Inc. or one of its subsidiaries (“CYCORP”) and is copyrighted and licensed, not sold.

CYCORP grants, free of charge, any party obtaining a copy of these files (“YOU”) a full and unrestricted irrevocable, world-wide, paid up, royalty-free, non-exclusive, non-transferable right and license to download the SOFTWARE and to lawfully use it for non-commercial, commercial and lawful purposes. Implied licenses are negated.

YOU may use, copy, modify, incorporate or create derivatives of and distribute all or portions of the SOFTWARE. YOU may not reverse assemble, reverse compile, or otherwise translate the Software. The above rights are granted subject to the conditions that 1) Your charge for product or application does not include any charge for SOFTWARE or any unmodified portion thereof; 2) any distribution of SOFTWARE or any portion thereof is accompanied by this license and copyright information; YOU acknowledge Cycorp, 7718 Wood Hollow Drive, Austin, TX 78731 in any use or citation of the Material (including, as applicable, as part of your product’s documentation, packaging, and sign-on message, if said product incorporates some or all of the SOFTWARE).

2. Warranty Disclaimer and Limitation of Liability

CYCORP licenses the SOFTWARE to YOU on an “as is” basis, without warranty of any kind. CYCORP hereby expressly disclaims all warranties or conditions, either express or implied, including, but not limited to, the implied warranties or conditions of MERCHANTABILITY or FITNESS FOR A PARTICULAR PURPOSE.

YOU are solely responsible for determining the appropriateness of using this Software and assume all risks associated with the use of this Software, which includes but is not limited to the risks of program errors, damage to or loss of data, programs or equipment, and unavailability or interruption of operations. Some jurisdictions do not allow for the exclusion or limitation of implied warranties, so the above limitations or exclusions may not apply in those cases.

CYCORP will not be liable for any direct damages or for any special, incidental, or indirect damages or for any economic consequential damages (including lost profits or savings), even if CYCORP has been advised of the possibility of such damages. CYCORP will not be liable for the loss of, or damage to, Your records or data, or any damages claimed by YOU based on a third party claim. Some jurisdictions do not allow for the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply in those cases.

3. License Rights

YOU hereby grant to CYCORP an irrevocable license under all intellectual property rights (including copyright) to use, copy, distribute, sublicense, display, perform and prepare derivative works based upon any feedback, including materials, fixes, error corrections, enhancements, suggestions and the like that you provide to CYCORP.

4. High Risk Activities

The SOFTWARE is not fault-tolerant and is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of direct life support machines, nuclear facilities, air traffic control, aircraft navigation or communication systems, or weapons systems, in which the failure of the SOFTWARE could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”).

Accordingly, CYCORP and licensors specifically disclaim any express or implied warranty of fitness for High Risk Activities. YOU agree that CYCORP and its suppliers and licensors will not be liable for any claims or damages arising from the use of the SOFTWARE in such applications.

5. General

This Agreement is the entire agreement between YOU and CYCORP and supersedes any other communications or advertising with respect to the SOFTWARE or related documentation. This Agreement may be amended only in writing and has to be signed by both parties. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. 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.

Using or installing the Software means that YOU accept and agree to be bound by the “Terms and Conditions”. From time to time CYCORP may notify “Users” about updates or new versions of the SOFTWARE, in whole or part. When you download, install or use the updated or new versions of the SOFTWARE, you are bound by these “Terms and Conditions”. If you do not agree to abide by these terms, you may not use the SOFTWARE.