OFFICE GEMINI SOFTWARE LICENSE AGREEMENT

This Agreement contains the terms upon which you (hereinafter: the Licensee) are granted the right to use software standard product (hereinafter: the Software) of its licensor Office Gemini, LLC (hereinafter: Office Gemini), represented in the USA through its heaquarter Office Gemini, LLC , Houston, TX. PLEASE READ THE FOLLOWING LICENSING TERMS AND CONDITIONS CAREFULLY! By installing, copying or otherwise using the Software, you agree with the following terms and conditions. IF YOU SHOULD NOT AGREE WITH THESE TERMS AND CONDITIONS; YOU MAY NOT INSTALL OR USE THE SOFTWARE: IN SUCH CASE CANCEL THE INSTALLATION PROCESS IMMEDIATELY AND RETURN THE SOFTWARE FOR A REFUND OF THE LICENSE FEE FROM THE OFFICE GEMINI VENDOR.

I. License

1. Subject to the payment of the agreed license fee Office Gemini grants to Licensee the non-exclusive non-transferable right to install and use the Software in conjunction with the documentation and any material accompanying the Software (the Documentation) and the License Key for internal purposes only.

2. In the event that Licensee has acquired a single user license, the Software may be installed and used by Licensee on one workstation only. In the event that the Licensee has acquired multiple user licenses, the Software may be installed on specific workstations and firmly assigned to their users up to the number of acquired multiple user licenses (named licenses). Remaining licenses which are not assigned to specific workstations may be used to install the Software on an unlimited number of workstations within a multiple workstation/network system, provided that the multiple workstation/network system technically prevents the number of users able to work concurrently with the Software from exceeding the number of remaining licenses (concurrent licenses).

3. In the event that Licensee has acquired an unlimited license, the Software may be installed and used on an unlimited number of workstations within one site. A site is defined as one building or as a group of buildings which is not divided by any public roads. Software or any portion of Software may also be used temporarily but not permanently outside the site, if it is installed on a mobile computer (notebook, laptop etc.) and if this mobile computer is administered from this site.

4. In the event that Licensee has acquired a server license, the Software may be installed and used on one server only. If the Software requires or allows the installation and usage of portions of the Software on different servers it may be installed and used on different servers on condition that no identical portion of the software is installed and used on more than one server.

5. The Documentation may be provided on electronic data carrier.

6. Nothing in this Agreement entitles Licensee to use any name or trademark of Office Gemini for any purpose whatsoever, or to use any other name or mark confusingly similar thereto, without the express written consent of Office Gemini, save as expressly set forth in this Agreement.

7. In the event that Licensee has acquired a Demo or trial license, the Software may be installed and used on no more than three computers, and for no longer than 25 days.

II. Usage Rights

1. A reasonable number of copies of the Software, the Documentation and the License Key may be made for backup purposes only. Licensee shall safely store the Software, the Documentation and the License Key (hereinafter: the Deliverables) and reasonably protect the Deliverables from third party access.

2. None of the Deliverables may be modified adapted, disassembled, decompiled, reconstructed or transformed.

3. The Software may be used only in conjunction with the License Key and Licensee shall not be entitled to sub-license or transfer the Software to any third party, unless Office Gemini has given its prior written consent.

4. Licensee's right to use the Software and the Documentation shall lapse with immediate effect through any use that is not in strict compliance with Sections I. and II.

III. Limited Warranty and Disclaimer

1. Office Gemini warrants for a period of ninety (90) days from delivery of the Software to Licensee (save where the domestic law requires a different period, in which case the different period will apply) that such Software, as delivered, will be free from defects in the media and will substantially conform to the specifications in the Documentation. In the event of non-conformance of the Software, Licensee shall promptly notify Office Gemini and provide Office Gemini with all available information in written or electronic form so that Office Gemini can reproduce the Error. Office Gemini's sole obligation is to undertake reasonable commercial efforts to correct the Errors reported to Office Gemini in writing or in electronic form during the warranty period. OFFICE GEMINI'S SOLE LIABILITY AND LICENSEE'S EXCLUSIVE REMEDY WITH RESPECT TO BREACH OF THE FOREGOING LIMITED WARRANTY WILL BE LIMITED TO ERROR CORRECTION OR PRODUCT REPLACEMENT, OR IF NEITHER IS IN OFFICE GEMINI'S OPINION COMMERCIALLY FEASIBLE, REFUND OF THE LICENSE FEE RECEIVED BY THE OFFICE GEMINI VENDOR FROM LICENSEE FOR THE SOFTWARE THAT DOES NOT CONFORM WITH THE FOREGOING WARRANTY.

2. EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTY, THE DELIVERABLES ARE LICENSED "AS IS," AND OFFICE GEMINI SPECIFICALLY DISCLAIMS, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, ALL OTHER WARRANTIES EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE DELIVERABLES. OFFICE GEMINI SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE.

IV. Limited Liability

1. OFFICE GEMINI'S TOTAL LIABILITY FOR DIRECT DAMAGES UNDER THIS AGREEMENT SHALL NOT EXCEED THE LICENSE FEE RECEIVED FROM LICENSEE FOR THE SOFTWARE INVOLVED.

2. IF LICENSEE EMPLOYS THE SOFTWARE IN, OR IN THE DEVELOPMENT OF, LIFE CRITICAL APPLICATIONS OR IN ANY OTHER APPLICATION WHERE FAILURE OF THE SOFTWARE OR ANY RESULTS FROM THE USE THEREOF CAN REASONABLY BE EXPECTED TO RESULT IN PERSONAL INJURY, LICENSEE SHALL INDEMNIFY AND HOLD HARMLESS OFFICE GEMINI FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, COSTS, LIABILITIES AND EXPENSES (INCLUDING REASONABLE ATTORNEY'S FEES) ARISING OUT OF OR IN CONNECTION WITH LICENSEE EMPLOYING THE SOFTWARE IN, OR IN THE DEVELOPMENT OF, LIFE CRITICAL APPLICATIONS OR IN ANY OTHER APPLICATION WHERE FAILURE OF THE SOFTWARE OR ANY RESULTS FROM THE USE THEREOF CAN REASONABLY BE EXPECTED TO RESULT IN PERSONAL INJURY, AND AT LICENSEE'S OWN EXPENSE, TO DEFEND OR, AT ITS OPTION, TO SETTLE, ANY CLAIM OR ACTION BROUGHT AGAINST OFFICE GEMINI DESCRIBED HEREIN. NOTWITHSTANDING THE FOREGOING, OFFICE GEMINI MAY BE REPRESENTED IN ANY SUCH ACTION, SUIT, OR PROCEEDING AT ITS OWN EXPENSE BY ITS OWN COUNSEL.

3. UNDER NO CIRCUMSTANCES, SHALL OFFICE GEMINI BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING IN ANY WAY OUT OF THIS AGREEMENT OR THE USE OF THE DELIVERABLES, HOWEVER CAUSED, (WHETHER ARISING UNDER A THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE); OR OTHERWISE), INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. THE LIMITATIONS ON OFFICE GEMINI'S LIABILITY SET FORTH IN THIS SECTION SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY OF THE LIMITED REMEDIES AGAINST OFFICE GEMINI.

V. Government Matters

1. Licensee agrees and certifies that none of the Deliverables will be exported or re-exported outside the United States and/or the European Union except as authorized and as permitted by the laws and regulations of the United States, Israel and the European Union.

2. If Licensee is acquiring any Deliverable under this Agreement on behalf of any unit or agency of the United States Government, then Licensee will notify Office Gemini in writing prior to delivery of any such materials and will obtain the Government's agreement as follows: (i) if the Software and Documentation are being supplied to the Department of Defense ("DOD"), they are classified as "Commercial Computer Software" and "Commercial Computer Software Documentation", and pursuant to DFARS Section 227.7202, the Government is acquiring only those rights specified in this Agreement; and (ii) if the Software and Documentation are being supplied to any unit or agency of the United States Government other than DOD, they are classified as "Commercial Computer Software" and "Commercial Computer Software Documentation", and pursuant to FAR Section 12.212, the Government is acquiring only those rights specified in this Agreement.

VI. Proprietary Information

1. Licensee shall hold the Software, the Documentation, and the License Key and any and all features and know how, including information relating thereto, ("Confidential Information") confidential and shall not disclose such Confidential Information in whole or in part to any third party other than to Licensee employees whose job performance requires access to such Confidential Information in pursuance of this Agreement. Licensee shall take all reasonable steps to protect all Confidential Information from unauthorized or inadvertent disclosure or unauthorized use, including but not limited to all steps that Licensee takes to protect information that Licensee considers proprietary, trade secret or confidential.

2. Notwithstanding the foregoing, Licensee's confidentiality obligations hereunder with respect to the Confidential Information shall not extend to information which Licensee can demonstrate: (i) is or has become generally available in the public domain through no fault of Licensee or any third party having apparent authority to act for Licensee; (ii) is rightfully obtained by Licensee from a third party without confidentiality obligations as to use and disclosure; or (iii) is shown by written record to have been known or available to Licensee without confidentiality obligations as to use and disclosure prior to Licensee's receipt of such Confidential Information from Office Gemini.

VII. General Provisions

1. This Agreement will be governed by and construed in accordance with the laws of the State of Texas, United States. Exclusive legal venue for all disputes arising out of the Agreement shall be the courts of Texas.

2. Neither this Agreement nor any rights or obligations hereunder shall be assignable or otherwise transferable, in whole or in part, by either party without the prior written consent of the other party, except for an assignment of this Agreement in its entirety to a party that acquires all of the assets, equity and operations of either party hereto, provided that prior written notice of any such assignment is provided to the other party and that the assignee and assignor in such assignment shall promptly execute all documents reasonably required by the other party to confirm the assignment.

3. Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.

4. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement will continue in full force and effect.

5. The prevailing party in any action to enforce the Agreement shall be entitled to recover costs and expenses including, without limitation, reasonable attorneys' fees.

6. The parties agree that a material breach of this Agreement adversely affecting Office Gemini's Intellectual Property Rights in the Software or Documentation would cause irreparable injury for which monetary damages would not be an adequate remedy and Office Gemini shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law. . 

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