THE FOLLOWING AGREEMENT GOVERNS YOUR USE OF PRODUCTSFOUNDRY COMPUTER SOFTWARE.

Grant of License.
By reviewing the terms and conditions set forth herein and accepting the terms and conditions set forth herein, I, as licensee, and any and all representatives acting as a licensee herein (hereinafter "Licensee"), accept a nontransferable, nonexclusive right to use the Software as set forth herein.

As used in this Agreement, "Software" means the object code version of ProductsFoundry as delivered to Licensee by Getcoder SRL. (hereinafter "ProductsFoundry") hereunder.

1. Liability

ProductsFoundry assumes no liability and is not responsible for any misuse or damage caused by its software products. It is the software user's responsibility to obey all applicable local, state, federal and individual countries laws and terms.

2. Title.

All right, title and interest in and to the Software and all copies thereof, including all copyrights subsisting therein, shall remain vested in ProductsFoundry.

3. Use of the Software.

3.1
Licensee acknowledges that the software is for use on computers using Microsoft Windows 95/98/me or greater including 2000, xp and NT only. Licensee further acknowledges that fully functional use of the Software requires the separate purchase of a key (codes and passwords, etc.) which Licensee may purchase from ProductsFoundry. Licensee further acknowledges that the Software may contain devices that enable ProductsFoundry to disable the Software remotely if ProductsFoundry deems it necessary.

3.2
Licensee shall not make any copies of this software, other than for use on one computer owned and operated only by the Licensee. Each installation will require a separate purchase. To install on more than one computer system license is required to purchase separate licensed copies. Licensee shall not distribute this software to others.

3.3
Licensee shall use the Software only in its original form, and shall not modify, create any derivative works from, or otherwise use the Software except as specifically permitted in this Agreement. Nor shall Licensee reverse compile, reverse engineer, disassemble, translate, or otherwise attempt to discover the structural framework of or derive the source code for the Software.

3.4
Licensee acknowledges and understands that neither this Agreement nor Licensee's rights to use the Software as a result of this Agreement may be assigned, licensed, pledged, or otherwise transferred voluntarily, by operation of law, or otherwise, without the prior written consent of ProductsFoundry, and any such prohibited assignment shall be null and void. Any dissolution, merger, consolidation or other reorganization of Licensee, or the sale of a controlling interest of Licensee or of a majority of its assets, shall be deemed an assignment subject to the provisions herein.

3.5
Licensee acknowledges that upon purchasing the full version of the Software the registration key required to enable the use of the Software will be obtained through an activation process that will require an Internet connection and the exchange of data between the Software and Productsfoundry.

4. Limited Warranty

4.1
THE SOFTWARE IS PROVIDED TO LICENSEE "AS IS" AND WITHOUT ANY WARRANTY WHATSOEVER. PRODUCTSFOUNDRY HEREBY DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS WITH REGARD TO THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED AND/OR STATUTORY WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY IMPLIED AND/OR STATUTORY WARRANTIES ARISING FROM THE COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE, AND LICENSEE HEREBY WAIVES ALL OTHER RIGHTS, OBLIGATIONS AND/OR WARRANTIES, AND ASSUMES ALL RISKS AND LIABILITIES IN RESPECT THEREOF. PRODUCTSFOUNDRY MAKES NO WARRANTY THAT THE OPERATION OF THE SOFTWARE WILL BE ERROR FREE OR WITHOUT INTERRUPTION.

4.2
ANY SECURITY BREACHES OR DELAYS IN DATA TRANSMISSIONS RELATED TO THE SOFTWARE ARE AT LICENSEE'S SOLE RISK, AND PRODUCTSFOUNDRY, ITS SUPPLIERS AND LICENSORS HEREBY DISCLAIM ANY LIABILITY AS TO SAME.

ProductsFoundry is not liable for any lawsuits which may arise from the use of this software.

4.3
ProductsFoundry is not liable for any damage caused by running the Software on other than the recommended hardware configuration.

5. Limitation of Liability

ALL CLAIMS CONCERNING PERFORMANCE OR NONPERFORMANCE OF PRODUCTSFOUNDRY PURSUANT TO, OR IN ANY WAY RELATED TO, THE SUBJECT MATTER OF THIS AGREEMENT SHALL BE LIMITED TO ACTUAL DAMAGES ONLY, UP TO, BUT NOT EXCEEDING, THE AMOUNT PAID TO PRODUCTSFOUNDRY BY LICENSEE HEREUNDER FOR USE OF THE SOFTWARE. IN NO EVENT SHALL PRODUCTSFOUNDRY BE LIABLE FOR ANY LOSS OF USE, DATA OR PROFITS OR INDIRECT, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF PRODUCTSFOUNDRY HAS BEEN SPECIFICALLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THE TRANSACTIONS UNDER THIS AGREEMENT MAY BE BROUGHT BY LICENSEE MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED.

6. Proprietary Rights

The Software is copyrighted material under the laws of Romania and international treaty provisions. Notwithstanding the copyright, the Software contains trade secrets and confidential information of ProductsFoundry. Licensee acknowledges that no copies may be made of the Software or any part thereof, except as specifically permitted herein.

7. Protection of Software

7.1
Licensee acknowledges that ProductsFoundry represents that the Software and the applicable documentation and all copies thereof, regardless of the form or media in which the original or copies may exist, are the sole and exclusive property of ProductsFoundry. Licensee further acknowledges that ProductsFoundry represents that the Software and the applicable documentation, including the source and object codes, logic, and structure, constitute valuable trade secrets of ProductsFoundry.

7.2
Licensee further acknowledges that ProductsFoundry is engaged in activities that involve, and continue to involve, the use of skilled experts and the expenditure of substantial amounts of time and money. Except as expressly permitted herein, Licensee agrees to hold in confidence and not directly or indirectly use, copy, reveal, report, publish, disclose, transfer, or otherwise make available any part of the Software or trade secrets of ProductsFoundry to any third party on any basis, or utilize any of the trade secrets for any purpose not explicitly authorized by ProductsFoundry at any time whatsoever. Licensee agrees to secure and protect the Software consistent with the maintenance of ProductsFoundry's rights in the Software, as set forth herein. Licensee further acknowledges that disclosure of the trade secrets, including the Software, contrary to the terms set forth herein, would cause substantial loss of competitive advantage and other serious injury to ProductsFoundry. By accepting this License, Licensee does not become the owner of the Software; ProductsFoundry retains all right, title and interest in and to the Software.

7.3
Because of the unique nature of the trade secrets, Licensee understands and agrees that ProductsFoundry will suffer irreparable harm in the event that Licensee fails to comply with any of its obligations under this Agreement and that monetary damages may be inadequate to compensate ProductsFoundry for such breach. Accordingly, Licensee agrees that ProductsFoundry will, in addition to any other remedies available to it at law or in equity, be entitled to injunctive relief to enforce the terms of this Section.

7.4
This section shall survive any termination or expiration of this Agreement.

8. Term and Termination.

8.1
This Agreement is effective from the date on which Licensee accepts this Agreement and shall remain in effect until terminated in accordance with the terms of this Agreement. ProductsFoundry reserves the right to terminate this Agreement for any reason. Notwithstanding the foregoing, this Agreement shall terminate immediately upon notice from ProductsFoundry if Licensee breaches any of its terms. Licensee may terminate this Agreement at any time by discontinuing use of the Software and providing notice to ProductsFoundry in accordance with paragraph 9.2 hereinbelow.

8.2
The Licensee understands that the purchasing of a License grants access to the downloadable installation kit and consequent downloadable upgrades of the Product for 1 year only. 

8.3
The Licensee may ask for the full refund of the amount spent to purchase a product within 30 days from the order date. In this case, ProductsFoundry will process the refund operation in no longer than 1 business day.

8.4
Upon any termination of this Agreement, Licensee shall immediately discontinue use of the Software. Also, upon termination, Licensee shall within 10 days deliver to ProductsFoundry the Software and all materials furnished by ProductsFoundry or, in the alternative, destroy all copies of the Software and materials

9. General.

9.1
This Agreement supersedes in full all prior discussions and agreements between the parties relating to the Software, constitutes the entire Agreement between the parties relating to the Software, and may be modified or supplemented only by a written document signed by an authorized representative of each party.

9.2
Neither ProductsFoundry nor Licensee shall be liable for delays in any of its performance hereunder due to causes beyond its reasonable control, including, but not limited to, acts of God, strikes, inability to obtain labor or materials on time, or telecommunications failures.

9.3
No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach of the same, or any other provisions hereof, and no waiver shall be effective unless made in writing and approved by an authorized representative of each party.

9.4
In the event that any provision of this Agreement shall be illegal or otherwise unforeseeable, such provision shall be severed and the entire Agreement shall not fail on account thereof and the balance of the Agreement shall continue in full force and effect. ProductsFoundry reserves all rights not specifically granted herein.

IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT EACH AND EVERY PROVISION OF THIS AGREEMENT WHICH PROVIDES FOR A LIMITATION OF LIABILITY OR DISCLAIMER OF WARRANTIES IS INTENDED BY THE PARTIES TO BE SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISION AND TO BE ENFORCED AS SUCH.

9.5
Upon reasonable prior notice, ProductsFoundry shall have the right to audit Licensee's use of the Software to ensure Licensee's compliance with the terms and conditions of this Agreement.

9.6
www.productsfoundry.com and all products listed on this website are copyright 2004 SC GETCODER SRL Timisoara, Romania.

Last updated: Oct 14, 2004