Matisse Developers’ Release Version 8

SOFTWARE DEVELOPER LICENSE AGREEMENT

Please read this Matisse Software Developer License Agreement (“Agreement”) carefully before downloading or installing the Matisse software and documentation (“Software”). By downloading, installing, copying or otherwise using the Software, you (referred to as “Licensee”) agree to be bound by the terms of this Agreement. If Licensee does not agree to be bound by these terms, do not download, install, copy or use the Software. This Agreement is entered between Licensee and Matisse Software Inc, a California corporation having its principal place of business at 930 San Marcos Circle, Mountain View, CA 94043 (“Matisse”).

1. License. The term “Software” refers to the Matisse Developers’ Release Version 8, any sample source code, user interfaces and runtime environments included with the Software, and any accompanying documentation. Subject to the terms of this Agreement, Matisse grants to you a non-exclusive, nontransferable, limited license to use the object code version of the Software for evaluation of the Software and development and testing of Matisse Developers’ Release Version 8 compatible solutions. You may make a reasonable number of copies of the Software for backup or archival purposes, so long as Matisse’s proprietary notices are reproduced on and in such copies.

2. Limitations on Use. You may not sublicense, loan, or otherwise transfer or distribute copies of the Software or derivative works containing the Software in whole or in part to others. You agree that you will not decompile, disassemble, or otherwise reverse engineer the Software.

3. Intellectual Property Rights. You acknowledge that Matisse retains exclusive ownership of all intellectual property rights in the Software. You are not granted any rights or license in the Software other than the license rights expressly set forth above.

4. Term and Termination. The license is effective until terminated. This license automatically terminates if you fail to comply with any of the terms or conditions of this Agreement, unless you have entered into a written and signed license agreement with Matisse. You agree to contact Matisse prior to use the software for a commercial application or service to inform Matisse of your intention to either enter into a signed license agreement with Matisse or to terminate the license. You agree that, upon such termination, you will either destroy (or permanently erase) all copies of the Software. You may terminate this license at any time by destroying the Software and any permitted copies.

5. Disclaimer of Warranties. THE SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND AND ALL OTHER WARRANTIES ARE DISCLAIMED, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. Matisse DOES NOT GUARANTEE THAT THE SOFTWARE’S FUNCTIONS WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION WILL BE UNINTERRUPTED OR ERROR FREE.

6. Liability Exclusions and Limitations. IN NO EVENT SHALL Matisse BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS, LOSS OF USE OR INTERRUPTION OF BUSINESS), OR FOR LEGAL FEES, ARISING OUT OF THE USE OF THE SOFTWARE REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF Matisse HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7. Export Restrictions. You acknowledge that the laws and regulations of the United States may restrict the export and re-export of certain commodities and technical data of United States origin, including the Software, in any medium. You agree that you will not knowingly, without prior authorization if required, export or re-export the Software in any medium without the appropriate United States and foreign government licenses.

8. General. This Agreement is the entire agreement between you and Matisse relative to the Software, and supersedes all prior written statements, proposals or agreements relative to its subject matter whether written or oral. It may be modified only by a writing executed by an authorized representative of Matisse. This Agreement is governed by the laws of the State of California without application of its conflicts of law principles.

You acknowledge that you have read this Agreement, understand it, and agree to be bound by its terms and conditions.