Zion Software, LLC. Software License and Non Disclosure Agreement ** IMPORTANT ** THIS SOFTWARE LICENSE AND NON DISCLOSURE AGREEMENT ("AGREEMENT") IS A LEGAL AGREEMENT BETWEEN YOU AND ZION SOFTWARE, LLC. READ IT CAREFULLY BEFORE DOWNLOADING, COMPLETING THE INSTALLATION PROCESS FOR, AND/OR USING, THE SOFTWARE. IT PROVIDES RESTRICTIONS AND YOUR OBLIGATIONS WITH RESPECT TO THE SOFTWARE AND OTHER CONFIDENTIAL INFORMATION. IN ADDITION, IT PROVIDES A LICENSE TO USE THE SOFTWARE AND CONTAINS WARRANTY AND LIABILITY DISCLAIMERS. BY DOWNLOADING, INSTALLING AND/OR USING THE SOFTWARE, YOU ARE CONFIRMING YOUR ACCEPTANCE OF THE SOFTWARE AND AGREEING TO BECOME BOUND BY EACH OF THE TERMS, RESTRICTIONS AND CONDITIONS SET FORTH IN THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, RESTRICTIONS AND CONDITIONS, THEN SELECT THE "QUIT" BUTTON, AND DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE. 1. Definitions: (a) "Confidential Information" means the Software, specifications, documentation and any other information related thereto, including the existence, features and capabilities, and potential release date of the software program. (b) "Zion Software" means Zion Software, LLC, and its licensors, if any. (c) "Software" means only the Zion Software software program(s) and third party software programs, in each case, supplied by Zion Software under this Agreement, and corresponding documentation, associated media, printed materials, and online or electronic documentation. 2. Confidential Information; License and Restrictions: (a) You agree that the Software, specifications, documentation and any other information related thereto, including the existence, features and capabilities, and potential release date of the Software, are Confidential Information of Zion Software. You agree not to disclose or publish any Confidential Information to any third party and that you shall use your best efforts to prevent inadvertent disclosure of such Confidential Information to any third party. You may disclose Confidential Information to your employees on a need to know basis if each of such employees is also bound by a confidentiality agreement to protect the Confidential Information under conditions substantially similar to this Agreement. (b) You acknowledge that unauthorized disclosure of Confidential Information will diminish the value of the proprietary interests that are the subject of this Agreement. If you breach your obligations hereunder, Zion Software may be entitled to seek equitable relief to protect its interests therein, including but not limited to injunctive relief, in addition to any and all other rights and remedies available at law or equity. (c) Subject to your continued compliance with this Agreement, you are allowed to use the Confidential Information within your organization solely for the purpose of evaluating the Software and discussing such evaluation with Zion Software. The license granted herein is non-exclusive. Other than as expressly set forth in this Section 2(c), no other rights or licenses to the Software or any other Confidential Information are granted to you. (d) You and your employees are strictly prohibited from copying, modifying, distributing, publicly displaying or publicly performing the Software. Neither you nor any of your employees may alter, merge, adapt or translate the Software, or decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form. Neither you nor any of your employees may sell, rent, lease, transfer or sublicense the Software. Neither you nor any of your employees may modify the Software or create derivative works based upon the Software. The license granted herein do not entitle you or any of your employees to use the Software, or any technology or intellectual property contained within it, as reference or inspiration for developing or creating another product in any way based upon the Software. (e) You understand and agree that the Software may transmit certain information pertaining to the Software and its use and operation to Zion Software electronically and automatically. For example, the Software may transmit diagnostic information regarding the performance of the Software and the hardware configuration that the Software is being run on to Zion Software. Any information received by Zion Software from this transmission will be used by Zion Software solely for the purposes of diagnosing and correcting errors in the Software and monitoring compliance with this Agreement. All rights not expressly granted herein are reserved by Zion Software. 4. Term and Termination: (a) Either party may terminate this Agreement at any time upon written notice; provided, however, your obligations, including those of your employees, with respect to the Confidential Information shall survive until you receive notice from Zion Software that you can disclose the Confidential Information to the public, or the Confidential Information is disclosed to the public by Zion Software. (b) Upon termination or upon request from Zion Software, you will promptly return or destroy the Software, all other Confidential Information and related documentation together with all copies in any form. Sections 1, 2(a), 2(b), 2(d), 4, 5 and 6 shall survive any termination of this Agreement. 5. Proprietary Rights: This Agreement gives you limited license to use the Software as set forth in Section 2(c) hereof. Except as expressly provided in Section 2(c), Zion Software and its suppliers retain all right, title and interest, including all copyright and intellectual property rights, in and to, the Software (as an independent work and as an underlying work serving as a basis for any improvements, modifications, derivative works, and applications you may develop) and other Confidential Information, and all copies thereof. All rights not specifically granted in this Agreement, including Federal and International Copyrights, are reserved by Zion Software and its suppliers. 6. General Provisions: (a) This Agreement shall be governed in all respects by the laws of the State of Connecticut and any dispute arising out or relating to this Agreement shall be brought exclusively in the state and federal courts in the County of Hartford, Connecticut. You understand that unauthorized disclosure of Confidential Information may cause irreparably injury to Zion Software and thus, Zion Software may be entitled to seek equitable relief to protect its interests therein, including but not limited to injunctive relief, in addition to any and all other rights and remedies available at law or equity. (b) Notices between the parties shall be by personal delivery, facsimile, e-mail or certified mail, return receipt requested, and shall be deemed given upon receipt at the address of the party or five days after deposit in the mail whichever is earlier. (c) This Agreement contains the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written. You agree that any varying or additional terms contained in any purchase order or other written notification or document issued by you in relation to the Software or any other Confidential Information shall be of no effect. The failure or delay of Zion Software to exercise any of its rights under this Agreement or upon any breach of this Agreement shall not be deemed a waiver of those rights or of the breach.