XSharp Open Software License

XSHARP OPEN SOFTWARE LICENSE AGREEMENT

Version effective date: Sept 15, 2015

Preamble:

The use of the Software is unsupported and intended for personal or
commercial use. Support is available from XSharp under a separate
agreement (see Section 3.c).
If You intend to redistribute the Software, an OEM license is
required see Section 4.b). For more information regarding support
options or redistribution (e.g., OEM Licensing) please contact XSharp.
This license defines the terms under which the Software may be
used, copied, modified, distributed, and/or redistributed. The intent
of this license is to ensure that XSharp retains control over the
development and distribution of the Software while allowing its use
in various ways. If the terms of this license do not accomodate your
intended use or if you require clarification regarding your usage
of the Software, please contact info@xsharp.eu

XSharp BV. ("XSharp") is willing to license the software only upon
the condition that You accept all of the terms contained in this
software license agreement. Please read the terms carefully. By
clicking "Yes, accept" or by installing the software, You indicate
your agreement with these terms. If you are entering into this
agreement on behalf of a company or other legal entity, Your
acceptance confirms that you have the authority to bind that
entity to these terms, in which case "You" or "Your" will refer to
your entity. If you do not agree to these terms, or if you do not
have the authority to bind your entity, XSharp is unwilling to
license the software, and you should not install it.

1. Parties.

The parties to this Agreement are you, the licensee ("You"), and
XSharp. If you are acting on behalf of an organizatoin or company,
"You" refers to that entity. A company or organization, in this
context, refers to a single business entity and does not include
its affiliates or wholly owned subsidiaries.

2. The software.

The accompanying materials, including but not limited to binary
executables, documentation, images, and scripts distributed by
XSharp, as well as derivatives of that collection and/or those
files, are referred to as the "Software" in this license.

3. License Grant for the Software.

a.    You are granted worldwide, perpetual, paid up, royalty-free,
non-exclusive rights to install and use the Software, subject to the
terms and conditions outlined in this license.

b.    You may: (i) copy the Software for archival purposes, (ii) copy
the Software for personal use purposes, and (iii) use, copy, and
distribute the Software solely for your organization's internal use
and/or business operation purposes. This includes copying the Software to
other workstations within your organization. Any copy must include
the original Software's proprietary notices in unaltered form.

c.    No Other Software and Services. XSharp will not provide you
with any other software or services (including any support or
maintenance services) related to the Software, except to the extent
that such software and services, if any, are required and provided
pursuant to an applicable maintenance and support agreement.

4. Restrictions.

a.    While XSharp encourages the promotion of its Software, this
agreement does not grant you the right to use Xsharp's trade names,
trademarks, service marks, or product names, except as required for
reasonable and customary use in describing the origin of the Software.
You may not use these marks in a way that implies endorsement by XSharp
or suggests that you created the Software. Except as expressly permitted
herein, you may not:

i.    modify or translate the Software;

ii.    reverse engineer, decompile, or disassemble the Software,
except where this restriction is expressly prohibited by
applicable law;

iii.    create derivative works based on the Software;

iv.    merge the Software with other products;

v.    copy the Software beyond the scope permitted; or

vi.    remove or obscure any proprietary rights notices or labels on
the Software.

b.     You may not distribute the Software via OEM Distribution without
entering into a separate OEM Distribution Agreement with XSharp."OEM
Distribution" means permitting others outside Your organization to use
the Software, distribution and/or use of the Software as either a bundled
add-on to, or embedded component of, another application, with such
application being made available to its users as, but not limited to, an
on-premises application, a hosted application, a Software-as-a-Service
offering, or a subscription service for which the distributor of the
application receives a license fee or any form of direct or indirect
compensation. Except as expressly provided herein, you may not:

i.    permit others outside Your organization to use the Software,

ii.    redistribute:
      1. the Software as a whole, whether wrapped as an application or
distributed as a stand-alone product; or
      2. parts of the Software to create a language distribution; or
      3. XSharp components with Your Wrapped Application.

The exception to this rule are the components of the software that
are explicitly listed in the documentation as “redistributable
files”. These files are also copied by the installation process of
the Software into to a separate folder with the name “Redist” under
the Software’s installation folder.

c.    The foregoing restrictions in paragraph 4b do not apply if You
are using the Software for non-commercial purposes, as determined by
XSharp at its sole discretion, or if You are using the Software solely
for Your organization’s internal purposes on non-production servers
(e.g. development and or testing).

5. Ownership.

XSharp and its suppliers retain ownership of the Software and all
intellectual property rights associated with it, including copyrights
and trade secrets embodied in the Software's design and code. The
Software is protected by copyright laws of the Netherlands and
international treaty provisions.  This Agreement grants You a limited
use license and does not confer ownership of any intellectual property.

6. Infringement Indemnification.

You agree to defend and/or settle, at Your expense, any action brought
against XSharp based upon the claim that any modifications to the
Software or combination of the Software with products infringe or
violate any third-party right; provided, however, that: (i) XSharp
must notify Licensee promptly in writing of any such claim; (ii)
XSharp will not enter into any settlement or compromise any such
claim without Your prior written consent; (iii) You shall have sole
control of any such action and settlement negotiations; and (iv)
XSharp shall provide You with commercially reasonable information
and assistance, at Your request and expense, necessary to settle or
defend such claim. You agree to pay all damages and costs finally
awarded against XSharp attributable to such claim.

7. Limited Warranty.

Neither XSharp nor any of its suppliers or resellers make any
warranty of any kind, express or implied, and XSharp and its
suppliers specifically disclaim the implied warranties of title,
non-infringement, merchantability, fitness for a particular purpose,
system integration, and data accuracy. There is no warranty or
guarantee that the operation of the software will be uninterrupted,
error-free, or virus-free, or that the software will meet any
particular criteria of performance, quality, accuracy, purpose, or
need. You assume all risks of selection, installation, and use of
the software. This disclaimer of warranty constitutes an essential
part of this agreement. No use of the software is authorized
hereunder except under this disclaimer.

8. Local Law.

If implied warranties cannot be disclaimed under applicable law,
then any implied warranties are limited to the minimum period
required by applicable law. Some jurisdictions do not allow
limitations on how long an implied warranty may last, so the above
limitations may not apply to You. This warranty gives you specific
rights, and You may have other rights which vary from jurisdiction
to jurisdiction.

9. Limitation of Liability.

Independent of the forgoing provisions, under no circumstances and
under no legal theory, including but not limited to tort, contract, or
strict products liability, shall XSharp or any of its suppliers be
liable to you or any other person for any indirect, special,
incidental, or consequential damages of any kind, including but not
limited to damages for loss of goodwill, work stoppage, computer
malfunction, or any other kind of commercial damage, even if XSharp
has been advised against the the possibility of such damages. This
limitation shall not apply to liability for death or personal injury
to the extent prohibited by applicable law. In no event shall XSharp's
liability for damages for any cause whatsoever, and regardless of
the form of action, exceed in the aggregate the amount of the
purchase price paid for the software license.

10. Export Controls.

You agree to comply with all applicable export laws and restrictions and
regulations of The Netherlands, The European Union or foreign
agencies or authorities. You agree not to export or re-export the Software
or any direct product thereof in violation of any such restrictions,
laws or regulations, or without all necessary approvals. As
applicable, each party shall obtain and bear all expenses relating
to any necessary licenses and/or exemptions with respect to its own
export of the Software from The Netherlands or the European Union.

11. Severability.

If any provision of this Agreement is declared invalid or
unenforceable, such provision shall be deemed modified to the extent
necessary and possible to render it valid and enforceable. In any
event, the unenforceability or invalidity of any provision shall not
affect any other provision of this Agreement, and this Agreement
shall continue in full force and effect, and be construed and
enforced, as if such provision had not been included, or had been
modified as above provided, as the case may be.

12. Jurisdiction and Venue.

This Agreement is governed by the applicable laws of The
Netherlands.

13. Assignment.

Except as expressly provided herein, neither this Agreement nor any
rights granted hereunder, nor the use of any of the Software may be
assigned, or otherwise transferred, in whole or in part, by
Licensee, without the prior written consent of XSharp. XSharp may
assign this Agreement in the event of a merger or sale of all or
substantially all of the stock of assets of XSharp without the
consent of Licensee. Any attempted assignment will be void and of no
effect unless permitted by the foregoing. This Agreement shall inure
to the benefit of the parties permitted successors and assigns.