Subject Search Sleuth distribution permissions and end-user license agreement

SUBJECT SEARCH SLEUTH SOFTWARE END-USER LICENSE AGREEMENT

IMPORTANT: CAREFULLY READ THIS LICENSE AGREEMENT BEFORE INSTALLING THIS PRODUCT. KRYLOFF TECHNOLOGIES, INC. LICENSES THE ENCLOSED SOFTWARE TO YOU UPON THE CONDITION

THAT YOU ACCEPT ALL THE TERMS AND CONDITIONS CONTAINED IN THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO ANY OF THESE TERMS AND CONDITIONS, THEN KRYLOFF TECHNOLOGIES, INC. IS UNWILLING TO LICENSE THE SOFTWARE TO YOU, IN WHICH CASE YOU SHOULD PRESS THE "I DO NOT AGREE" BUTTON, NOT USE THE SOFTWARE AND REMOVE THE SOFTWARE FROM YOURSYSTEM. BY CLICKING THE "I AGREE" BUTTON, YOU ARE CONSENTING TO BE BOUND BY AND ARE INDICATING YOUR ACKNOWLEDGMENT THAT YOU HAVE READ THIS LICENSE AGREEMENT AND AGREE TO ITS TERMS AND CONDITIONS. YOU FURTHER AGREE TO PROTECT THE PRODUCT FROM UNAUTHORIZED USE, ILLEGAL REPRODUCTION, OR ILLICIT DISTRIBUTION.

A. PRODUCT

KRYLOFF TECHNOLOGIES, Inc. ("Kryloff"), provides you with SUBJECT SEARCH SLEUTH, a software product (the "Product") consisting of: a computer package (the "Software"); this License Agreement (the "Agreement"); and accompanying documentation, example applications, and other files.


B. GRANT OF LICENSE

You are granted a non-exclusive license to install and use this Software under the terms stated in this Agreement. You may not rent or lease the Product, but you may fully transfer it with all components on a permanent basis if the person who receives it, agrees to the terms of this Agreement. You may not copy or reproduce the Product except for creating back-up copies. You may not give other people, transfer or sell the Software except as part of the permanent transfer. Upon the permanent transfer, you must destroy all backup and other copies of the Software that you might have made, do not use any of the Software components in any software products including those of yours. If you have obtained a Trial version of the Sofwtare and have not purchased a license to use a Registered version yet, you may use the Software solely for the purpose to decide whether to purchase the Registered version. In particular, if you have not purchased a license, you may not use the software on the permanent basis (more than 30 days) nor you may redistribute any components of the software, either in part or in whole. Upon purchasing a license to use the Registered version of the Software, you, the original purchaser, may use the Software on the permanent basis and have the royalty-free right to redistribute and reproduce redistributable components of the Software with your own products that use the Software. Below is the full and the entire list of Software components that you, the original purchaser, may redistribute along with your software products:
a) the dynamic-link library files SSSleuth.dll, SSSum.dll, SSS32.dll in their original binary executable form;
b) the KT text filters included in the Software or/and obtained from Kryloff Web Site at the address http://www.kryltech.com
c) the language dictionary files included in the Software or/and those you have created using the SSSleuth Language Specifier utility.

Redistribution of documentation, example projects or any other components of the Software that are not mentioned above, is strictly prohibited. Upon the use or redistribution of all or any of the above mentioned redistributable components, you agree to indemnify, hold harmless and defend Kryloff Technologies from and against any claims or lawsuits, including attorney`s fees that arise or result from the use or distribution of your software product(s). You may not remove any proprietary notices, labels from or otherwise modify the redistributable components of the Software.

Mentioning Kryloff Technologies in your software products as the originator of the Subject Search and Summarization Technologies would be appreciated but not obligatory required.


C. CONFIDENTIAL INFORMATION

You acknowledge that the Software contains valuable technological secrets, algorithms and confidential information that is fully owned by Kryloff, including but not limited to the functionality of the Software. You agree not to reverse engineer, debug, decompile, disassemble the product or otherwise try to disclose this confidential information.


D. DISCLAIMER

The Product is provided "AS IS". You agree that by accepting this license, you are expressly acknowledging that the use of the product is AT YOUR OWN RISK. KRYLOFF MAKES NO WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SOFTWARE AND ACCOMPANYING DOCUMENTATION. IN NO EVENT SHALL KRYLOFF BE LIABLE FOR ANY DAMAGES (INCLUDING DAMAGES FOR LOSS OFBUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCT, EVEN IF KRYLOFF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.


E. TERMINATION

The license will terminate immediately without notice from Kryloff if you fail to comply with any provision of this license. Upon termination, you must destroy all copies of the Software and its components on any and all forms of media; after this, you may not use any of the Software components and utilities either directly or in your software applications.


F. GOVERNING LAW


This agreement is made under, shall be governed by and construed in accordance with, the laws of the United States of America (except for conflict of law provisions).


G. ACKNOWLEDGEMENT

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND KRYLOFF THAT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN YOU AND KRYLOFF RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.


Subject Search Sleuth and SSSleuth are trademarks of Kryloff Technologies, Inc. Other products or companies mentioned in the Product or in this License Agreement are copyright and/or trademarks of the respective companies.

Subject Search Sleuth Software


WORLDWIDE DISTRIBUTION AGREEMENT

1. PARTIES: This is a distribution agreement ("Agreement") between Kryloff Technologies, Inc. ("KT"), the developer and the owner of the Evaluation Version of the Subject Search Sleuth Software ("Software"), and the distributor, ("Distributor").

2. Scope of Grant: KT provides Distributor with one or more copies of the Software ("master copy") and grants Distributor a non-exclusive world-wide license to market, promote, transmit, create copies of and distribute the Software through Distributor`s Web sites, affiliated or any other Internet sites by any and all electronic means and/or via any other distribution methods. Distributor may create software wrappers or other addenda to the master copy of the Software that may help Distributor to distribute Software. But, Distributor may not remove any copyright notices, reverse engineer, disassemble or otherwise modify master copy or/and any other copies of Software. This Agreement does not automatically give Distributor the right to sell Software.

3. RIGHTS: KT retains ownership of the copyright including all other rights to Software. KT retains the right to publish, license, market, promote, sell, transmit, and distribute Software through any additional methods or Internet sites by any and all electronic means and/or via any other distribution methods. KT retains the rights to distribute Software with any and all other entities of KT`s choosing. KT retains the full ownership of Software.

4. WARRANTIES: KT warrants to Distributor that KT is the sole creator and the owner of the Software and all related intellectual property and that KT has full power to enter into this agreement. KT guarantees that neither the Software or any rights or licenses granted by this Agreement will (i) violate any contract by which KT is bound or any applicable law or regulation or (ii) violate or misappropriate any copyright or other intellectual property rights of any third party. KT shall hold Distributor harmless from all claims, damages, and expenses related to Software.

5. RELATIONSHIP OF PARTIES: Distributor and KT are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, or employment relationship between the parties.

6. TERM AND TERMINATION: The parties are deemed to be automatically bound by the terms of this Agreement from the moment the Distributor starts marketing, copying, publishing, promoting or/and distributing the Software. Either party may terminate this Agreement at its sole discretion at any time with or without cause upon written notice or an email message.

7. LIMITATION OF LIABILITY: DISTRIBUTOR SHALL NOT BE LIABLE OR OBLIGATED WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT OR UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES. DISTRIBUTOR SHALL NOT BE LIABLE FOR MISUSE OR UNLAWFUL DISTRIBUTION OF SOFTWARE BY CUSTOMER OR THIRD PARTY. KT GUARANTEES THAT DISTRIBUTOR SHALL NOT BE LIABLE WITH RESPECT TO ANY DAMAGES ASSOCIATED WITH MARKETING, PROMOTING, DISPLAYING SCREEN SHOTS OR PUBLISHING EXCERPTS FROM SOFTWARE, TRANSMITTING, AND/OR DISTRIBUTING SOFTWARE.

8. ENTIRE AGREEMENT: This Agreement constitutes and contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior oral or written agreements with respect thereto.

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