Frontline Systems Software License

SOFTWARE LICENSE

This SOFTWARE LICENSE (the "License") constitutes a legally binding agreement between Frontline Systems, Inc. ("Frontline") and the person or organization ("Licensee") acquiring the right to use certain computer program products offered by Frontline (the "Software"), in exchange for Licensee’s payment to Frontline (the "Fees"). Licensee may designate the individual(s) who will use the Software from time to time, in accordance with the terms of this License. Unless replaced by a separate written agreement signed by an officer of Frontline, this License shall govern Licensee's use of the Software. BY DOWNLOADING, ACCEPTING DELIVERY OF, INSTALLING, OR USING THE SOFTWARE, LICENSEE AGREES TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS LICENSE.

1. LICENSE GRANT AND TERMS.

Grant of License:  Subject to all the terms and conditions of this License, Frontline grants to Licensee a non-exclusive, non-transferable except as provided below, right and license to Use the Software (as the term "Use" is defined below) for the term as provided below, with the following restrictions:

Evaluation License:  If and when offered by Frontline, on a one-time basis only, for a Limited Term determined by Frontline in its sole discretion, Licensee may Use the Software on one computer (the "PC"), and Frontline will provide Licensee with a license code enabling such Use. The Software must be stored only on the PC. An Evaluation License may not be transferred to a different PC.

Standalone License:  Upon Frontline’s receipt of payment from Licensee of the applicable Fee for a single-Use license ("Standalone License"), Licensee may Use the Software for a Permanent Term on one computer (the "PC"), and Frontline will provide Licensee with a license code enabling such Use. The Software may be stored on one or more computers, servers or storage devices, but it may be Used only on the PC. If the PC fails in a manner such that Use is no longer possible, Frontline will provide Licensee with a new license code, enabling Use on a repaired or replaced PC, at no charge. A Standalone License may be transferred to a different PC while the first PC remains in operation only if (i) Licensee requests a new license code from Frontline, (ii) Licensee certifies in writing that the Software will no longer be Used on the first PC, and (iii) Licensee pays a license transfer fee, unless such fee is waived in writing by Frontline in its sole discretion.

Flexible Use License:  Upon Frontline’s receipt of payment from Licensee of the applicable Fee for a multi-Use license ("Flexible Use License"), Licensee may Use the Software for a Permanent Term on a group of several computers as provided in this section, and Frontline will provide Licensee with a license code enabling such Use. The Software may be stored on one or more computers, servers or storage devices interconnected by any networking technology that supports the TCP/IP protocol (a "Network"), copied into the memory of, and Used on, any of the computers on the Network, provided that only one Use occurs at any given time, for each Flexible Use License purchased by Licensee. Frontline will provide to Licensee (under separate license) and Licensee must install and run License Server software ("LSS") on one of the computers on the Network (the "LS"); other computers will temporarily obtain the right to Use the Software from the LS. If the LS fails in a manner such that the LSS cannot be run, Frontline will provide Licensee with a new license code, enabling Use on a repaired or replaced LS, at no charge. A Flexible Use License may be transferred to a different LS while the first LS remains in operation only if (i) Licensee requests a new license code from Frontline, (ii) Licensee certifies in writing that the LSS will no longer be run on the first LS, and (iii) Licensee pays a license transfer fee, unless such fee is waived by Frontline in its sole discretion.

"Use" of the Software means the use of any of its functions to define, analyze, solve (optimize, simulate, etc.) and/or obtain results for a single user-defined model. Use with more than one model at the same time, whether on one computer or multiple computers, requires more than one Standalone or Flexible Use License. Use occurs only during the time that the computer’s processor is executing the Software; it does not include time when the Software is loaded into memory without being executed. The minimum time period for Use on any one computer shall be ten (10) minutes, but may be longer depending on the Software function used and the size and complexity of the model.

Other License Restrictions:  The Software includes license control features that may write encoded information about the license type and term to the PC or LS hard disk; Licensee agrees that it will not attempt to alter or circumvent such license control features. This License does not grant to Licensee the right to make copies of the Software or otherwise enable use of the Software in any manner other than as described above, by any persons or on any computers except as described above, or by any entity other than Licensee. Licensee acknowledges that the Software and its structure, organization, and source code constitute valuable Intellectual Property of Frontline and/or its suppliers and Licensee agrees that it shall not, nor shall it permit, assist or encourage any third party to: (a) copy, modify adapt, alter, translate or create derivative works from the Software; (b) merge the Software into any other software or use the Software to develop any application or program having the same primary function as the Software; (c) sublicense, distribute, sell, use for service bureau use, lease, rent, loan, or otherwise transfer the Software; (d) "share" use of the Software with anyone else; (e) make the Software available over the Internet, a company or institutional intranet, or any similar networking technology, except as explicitly provided in the case of a Flexible Use License; (f) reverse compile, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software; or (g) otherwise exercise any rights in or to the Software, except as permitted in this Section.

U.S. Government:  The Software is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable. Contractor/manufacturer is Frontline Systems, Inc., P.O. Box 4288, Incline Village, NV 89450.

See also Frontline Systems Limited Warranty.