
 HIRTLE SOFTWARE: EVALUATION LICENSE

 THIS AGREEMENT PRESCRIBES THE TERMS AND CONDITIONS
 ON WHICH YOU MAY USE THE ENCRYPTED, EXECUTABLE
 SOFTWARE PROGRAMS AND ASSOCIATED DOCUMENTATION
 AND FILES ACCOMPANYING THIS AGREEMENT
 (COLLECTIVELY, THE "SOFTWARE").

 READ THE TERMS AND CONDITIONS OF THIS LICENSE
 AGREEMENT CAREFULLY BEFORE USING OR DOWNLOADING
 THE SOFTWARE. BY DOING EITHER, YOU AND YOUR
 COMPANY (COLLECTIVELY, THE "LICENSEE") ARE ACCEPTING
 AND AGREEING TO THE TERMS OF THIS LICENSE
 AGREEMENT. IF YOU OR YOUR COMPANY ARE NOT WILLING
 TO BE BOUND BY THIS AGREEMENT, DO NOT USE OR
 DOWNLOAD THE SOFTWARE.

 VARIOUS PATENTS, COPYRIGHTS AND OTHER INTELLECTUAL
 PROPERTY RIGHTS PROTECT THE SOFTWARE. THIS
 AGREEMENT IS A LICENSE AGREEMENT THAT GIVES
 LICENSEE LIMITED RIGHTS TO USE THE SOFTWARE AND NOT
 AN AGREEMENT FOR SALE OR FOR TRANSFER OF TITLE.
 HIRTLE SOFTWARE RESERVES ALL RIGHTS NOT EXPRESSLY
 GRANTED BY THIS AGREEMENT.

  

 1. License Grant.

 On the terms and conditions of this Agreement, Hirtle Software
 grants Licensee a nonexclusive, nontransferable license to use
 the Software only in encrypted, machine-readable object code
 form, only on one computer at any time and only for Licensee’s
 own evaluation of the Software.

  

 2. Property Rights and Restrictions.

 2.1 Ownership. Licensee acknowledges that the Software, all
 enhancements, corrections and modifications to the Software
 (regardless whether made by Hirtle Software, Licensee or anyone
 else) and all patents, copyrights, trade secrets, trademarks and
 other intellectual property rights protecting or pertaining to any
 aspect of the Software (or any enhancements, corrections or
 modifications) are and shall remain the sole and exclusive
 property of Hirtle Software and, where applicable, Hirtle Software’
 suppliers. This Agreement does not convey title or ownership to
 Licensee, but instead gives Licensee only the limited right to use
 the software set forth in Section 1.

  

 2.2 Use Restrictions. Except as set forth in Section 1, Licensee
 has no right to use, make, sublicense, modify, distribute or copy
 originals or copies of the Software or permit anyone else to do so.
 Licensee may use the software only to evaluate the Software’s
 functions. Licensee may make no other use of the Software,
 including without limitation any use of the Software for any kind of
 commercial purpose of any nature.  

  
 2.3 Proprietary Notices and Trademark. Licensee shall not
 remove any patent, copyright or trademark or other intellectual
 property notices that may appear on any part of the Software. 


 2.4 Trade Secrets. Licensee acknowledges that the Software, in
 its source code form, contains valuable trade secrets belonging to
 Hirtle Software. Licensee may not reverse engineer, decompile,
 disassemble or otherwise translate any software. Licensee may
 not copy any concepts, ideas, or techniques demonstrated by the
 use of the Software.


 2.5 Remedies. Licensee acknowledges that money damages
 may not be an adequate remedy for any breach or violation of
 any requirement set forth in this Section 2 and that any such
 breach or violation may leave Hirtle Software without an adequate
 remedy at law. Licensee therefore agrees that, in addition to any
 other remedies at law, in equity or under this Agreement, Hirtle
 Software shall be entitled to obtain injunctive relief from a court
 of competent jurisdiction to restrain any such breach or violation.

  

 3. No Warranty.

 3.1 HIRTLE SOFTWARE IS PROVIDING THE SOFTWARE "AS IS" WITHOUT
 MAKING ANY REPRESENTATIONS OR WARRANTIES OF ANY
 KIND. HIRTLE SOFTWARE DISCLAIMS ALL WARRANTIES,
 CONDITIONS OR REPRESENTATIONS (WHETHER EXPRESS OR
 IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE
 SOFTWARE, INCLUDING ANY AND ALL IMPLIED WARRANTIES
 OF MERCHANTABILITY OR FITNESS OR SUITABILITY FOR ANY
 PARTICULAR PURPOSE.

  

 4. No Damages.

 4.1 HIRTLE SOFTWARE SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER
 PERSON OR ENTITY IN CONTRACT, TORT OR OTHERWISE FOR ANY DAMAGES
 OF ANY KIND, WHETHER FOR BREACH OF WARRANTY OR OTHERWISE,
 INCLUDING WITHOUT LIMITATION ANY DIRECT, CONSEQUENTIAL, INCIDENTAL,
 SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM LICENSEE’S
 USE OF THE SOFTWARE.

  

 5. Miscellaneous.

 5.1 The laws of the State of Washington will govern this Agreement
 and its interpretation, and Licensee consents to the jurisdiction and
 venue of the Washington Superior Court, Washington or the United States
 District Court for the District of Washington as the exclusive forum for
 all disputes concerning this Agreement or the Software. The prevailing
 party in any action arising from this Agreement may recover its reasonable
 attorneys’ fees and costs from the losing party. The invalidity or
 unenforceability of any provision in this Agreement shall not affect the
 validity or enforceability of the rest of this Agreement. Either party’s
 failure to enforce any right granted by this Agreement shall not be
 deemed a waiver of that party’s right to enforce any other right or
 to take action in response to any other breach. By executing this software
 you agree that you have read and accept the above said license.