Volian Enterprises Inc. PROMS Software License Agreement

IMPORTANT-READ CAREFULLY:  This End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and Volian Enterprises Inc. for the Volian software product identified above, which includes computer software and may include associated media, printed materials, "online" or electronic documentation, and Internet-based services ("Product").  The Software also includes any software updates, add-on components, web services and/or supplements that the Licensor may provide to You or make available to You after the day You obtain Your initial copy of the Software to the extent that such items are not accompanied by a separate license agreement or terms of use.  An amendment or addendum to this EULA may accompany the Product.  YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA BY INSTALLING, COPYING, OR OTHERWISE USING THE PRODUCT.  IF YOU DO NOT AGREE, DO NOT INSTALL OR USE THE PRODUCT AND CONTACT VOLIAN ENTERPRISES IMMEDIATELY.


1.	Rights.

Volian Enterprises, Inc. (Volian) hereby grants you the nonexclusive, non-transferable right to:

(a) Use the software contained in this package (software) called PROMS, during the term of this Agreement to support the designated facilities in operation at the time of the orginal contract (or purchase order) between your company (hearafter termed "Designated Sites") and Volian.

(b) Use the documentation contained in this package (documentation) at the designated sites and another corporate facility supporting the licensed site(s) during the term of this Agreement.

(c) Make one copy of the software and the documentation for archival or backup purposes, provided that such copies contains all of the restrictive and proprietary legends of Volian and others that are contained in or appear on the software and documentation.


2.	Restrictions.

You agree that you may not:

(a) Remove, alter or destroy any restrictive or proprietary markings or legends of Volian or of others that are contained in or appear on the software or documentation.

(b) Use the software or documentation at sites other than those designated in Paragraph 1.(a) or at other corporate facilities in support of operations at sites other than those so designated.

(c) Use the software, or permit it to be used, in any computer service, business, timesharing, or other multiple user arrangement for or with users who are not licensed by Volian to use the same software.

(d) Copy the software or documentation, except and to the extent provided in Paragraph 1(c).

(e) Loan, sublicense, distribute, lease, disclose or transfer the software or the documentation, in whole or in part, to any third party without prior written consent of Volian.

(f) Include the software or documentation or any part or parts thereof in any software or documentation developed by or for you without prior written consent of Volian.

(g) Reverse engineer or otherwise reduce the software to human-perceivable form.

(h) Use the software, documentation or any portion thereof after any expiration, termination or cancellation of this Agreement or any license granted hereunder.

(i) Use a Product identified as an upgrade unless you are licensed for the product identified by Volian as eligible for the upgrade. After upgrading, you may no longer use the product that formed the basis for your upgrade eligibility.  You may use the resulting upgraded product only in accordance with the terms of this EULA.

(j) Use the software at new or non-designated facilities unless authorized my Volian.


3.	DISCLAIMER OF WARRANTY, LIMITATIONS OF REMEDIES AND LIABILITY.

(a) Volian has attempted to provide software which will perform as described in the associated documentation.    Volian, however, does not warrant the software or the associated documentation.  THE SOFTWARE AND DOCUMENTATION CONTAINED IN THIS PACKAGE ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY WITH RESPECT TO ITS MERCHANTABILITY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE.  You assume the entire risk arising from the selection and use of the software, and Volian shall have no liability for any errors, malfunctions, defects, or loss of data resulting from or related to the use of the software and/or the associated documentation.

(b) Volian shall not be liable to you for any indirect, special or consequential damages or lost profits, interruptions or delays, loss of information and the like, arising out of or related to the use of or the inability to use the software or the associated documentation for any reason whatsoever, even if the possibility of such damages were reasonably foreseeable or within the knowledge of Volian.  In no event shall Volian's liability hereunder extend beyond replacing the software and/or the associated documentation or exceed the purchase price paid for same.

(c) Some states may not recognize the foregoing limited warranty, limitation of remedies and/or limitation of liability and, if you qualify, you may have different and/or additional rights and remedies.  You should consult the applicable law in your state in this regard.

(d) This software is NOT CONSIDERED TO BE SAFETY RELATED IN ANY WAY.  It is the end user's responsibility to verify the correctness of the documents generated with software.


4.	Term.  

The term of this Agreement and the license granted to you, pursuant to Paragraph 1, shall commence upon your acceptance of this EULA and shall terminate upon termination/cancellation by Volian or the end-user.    


5.	Termination/cancellation.

This Agreement and the license granted herein may be terminated/cancelled by Volian in the event you are in breach of any material provision of this Agreement.  In addition, Volian may terminate/cancel this Agreement and any license granted to Licensee hereunder if:

(a) Licensee fails to pay Licensor any license fee or monetary charge associated with this software package;

(b) Licensee is in default of any other provision hereof and such default is not cured within ten days after Licensor gives Licensee written notice thereof; or

(c) Licensee becomes insolvent or seeks protection, voluntarily or involuntarily, under any bankruptcy law.

In the event of any termination/cancellation of this Agreement or of any license granted hereunder, Licensor may:

(a) Require that Licensee cease any further Use of the licensed Product or any portion thereof and immediately return the same and all copies thereof, in whole or in part, to Licensor; and

(b) Cease performance of all Licensor's obligations hereunder, without liability to Licensee.

Licensor's foregoing rights and remedies shall be cumulative and in addition to all other rights and remedies available to Licensor in law and in equity.

Volian or the end-user must communicate its intent to terminate via written media to the other party.  Upon termination or cancellation of the PROMS license, the Licensee agrees to return all copies of the latest version of the software and documentation to Volian within ten days of termination.  The Licensee will confirm in writing that all previous versions of the software and documentation have been destroyed.


6.	General.

(a) This Agreement is the entire agreement and understanding of the parties with respect to the software and documentation, and supersedes all prior oral, written or other representations and agreements.  This Agreement may only be amended in writing by an authorized officer of Volian, and Volian expressly rejects all other modifications to this Agreement and all additional terms and conditions.

(b) Title in and to the software and documentation remain exclusively in Volian, subject to the express, limited and nonexclusive license granted to you pursuant to Paragraph 1.

(c) The software and documentation may not be exported outside of the United States without Volian's prior written permission and, if Volian gives such permission, the exportation of the software and documentation shall be subject to the Export Administration Regulations of the United States Department of Commerce.

(d) This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania.


