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SOFTWARE LICENCE

This Software Licence and Limited Warranty Agreement (this "Agreement") grants you a personal,
perpetual, non-transferable and nonexclusive licence of this Runge Software program, described
below, to use for your internal business purposes at a secure site owned or leased by you under the
following terms and conditions:
The software program licenced hereunder (the "Licenced Program") means the object code version of
all the software supplied to you with this Agreement, all permitted reproductions of the same made
by you, and all upgrades, enhancements or improvements to such software subsequently provided to you
by Runge or its authorised agents, distributors or resellers on any distribution media or via any
form of electronic distribution. "Documentation" means the documentation provided by Runge with the
Licenced Program.
The Licenced Program and Documentation are owned by Runge or its licensors and are protected by
United States and other country copyright laws and by international treaty provisions. No rights
are granted to you other than a licence to use the Licenced Program and Documentation on the terms
expressly set forth in this Agreement. This Agreement imposes certain restrictions on your use of
the Licenced Program and Documentation. If you do not accept this Agreement then do not install the
Licenced Program and return it and the related Documentation to Runge within 30 days of the purchase
date for a full refund.
This Agreement may be terminated by either party at any time upon receipt of sixty (60) days written
notice to either party.
You may:
- install and use the Licenced Program on a single computer or workstation or as designated in the
contract agreement between you (the Customer) and Runge LTD A.B.N. 17 010 672 321 (the Supplier);
- use the Licenced Program only at the initial site or as designated in the contract agreement
between you (the Customer) and Runge LTD (the Supplier); and
- copy and use, at the Site, the Documentation as reasonably necessary in connection with your
authorised internal use of the Licenced Program.
You may not:
- modify, adapt, decompile, disassemble, or reverse engineer the Licenced Program, except to the
extent that the foregoing restriction is expressly prohibited by applicable law;
-

create derivative works based on the Licenced Program;

- make copies of the Licenced Program, except for one copy of the machine readable code of each
Licenced Program solely for backup or archival purpose;
-

allow any third party to use or have access to the Licenced Program or Documentation;

- transfer to another location, or sublicence to any third party, the Licenced Program or
Documentation, or any part thereof;
-

use the Licenced Program over a wide area network or over a local area network;

- use, evaluate or view the Licenced Program or Documentation for purpose of designing, modifying,
or otherwise creating any software program, or any portion thereof, which performs functions similar
to the functions performed by the Licenced Program;
- provide externally or to third parties any oral or written communication that describes the
features, functions or performance characteristics of the Licenced Program or that compares the
Licenced Program with any other similar product of yours or any third party;
- disclose, reproduce, summarise, distribute or use the Licenced Program or Documentation except as
necessary to exercise the licence granted hereunder; and
-

transfer or assign your rights under this Agreement, including an assignment by operation of law.

You acknowledge and agree that:


a) any copy of the Licenced Program or Documentation, including any partial copy, is the property of
Runge. You will include on each such copy all copyright, trademark and other proprietary rights
notices included by Runge on the originals;
b) the Licenced Program and Documentation contain valuable proprietary information and trade secrets
of Runge and you shall take reasonable measures to protect the secrecy of, and avoid disclosure and
unauthorised use of, the Licenced Program and Documentation;

c) you will take, with respect to the Licenced Program and Documentation, at least those measures
that you take to protect your own most highly confidential information;
d) you will not disclose, reproduce, summarise, distribute or use the Licenced Program and
Documentation except as necessary to exercise the licence granted hereunder;
e) you will not disclose the Licenced Program, Documentation or any of the features, functions or
performance characteristics of the Licenced Program to third parties or to your employees, except to
those of your employees who have executed appropriate nondisclosure agreements and who require
disclosure for you to use the Licenced Program in the manner licenced hereunder;
f) the grant of the licences hereunder and the carrying out of the transactions contemplated hereby
shall not be deemed publication by either party of all or any portion of the Licenced Program;
g) the Licenced Program and Documentation may be subject to United States and other country export
control laws. You agree to comply with all such export control laws;
h) any violation or threatened violation of this Agreement may cause irreparable injury to Runge for
which injunctive relief would be appropriate, in addition to all legal remedies; and
i) upon any violation of any of the provisions of this Agreement, your rights to use the Licenced
Program and Documentation shall automatically terminate and you shall be obligated to return to
Runge or destroy all copies of the Licenced Program and Documentation.
LIMITED WARRANTY
The Software shall be deemed to be accepted by the Licensee at the date of completion of
installation of the Software. Runge warrants that from the date of receipt, the Licenced Program
will operate substantially in accordance with the Documentation. Runge further represents and
warrants that the Licenced Program is year 2000 compliant (the "Year 2000 Representation") in that
such software will record, store, process, and present calendar dates falling on or after January 1,
2000 in the same manner, and with the same functionality, as such software records, stores,
processes, and presents calendar dates falling on or before December 31, 1999.
Runge does not warrant that the functions contained in the Licenced Program will meet your
requirements or that the operation of the Licenced Program will be uninterrupted or error free. If
during the Warranty Period the Licenced Program does not operate substantially in accordance with
the Documentation or the Year 2000 Representation, you may so inform Runge in writing and you shall
provide to it, such information and materials as Runge may reasonably request to document and
reproduce such problem and to verify whether any proposed solution corrects such problem.
Such information may include a written explanation of such problem, a written description of the
operating environment, and (if permitted) a copy of any software program used with the Licenced
Program. Following the receipt of such information and materials, if Runge determines that such
software does not operate substantially in accordance with the Documentation or the Year 2000
Representation, as applicable, then Runge will at its election,
a) modify the Licenced Program so that it does operate substantially in accordance with the
Documentation or the Year 2000 Representation;
b) replace the Licenced Program with other software offering substantially similar functionality; or
c) refund the licence fee paid to Runge for the Licenced Program. The foregoing is Runge's and its
licensors' entire liability to you, and your exclusive remedy for defects in the Licenced Program.
Notwithstanding the foregoing, neither Runge or its licensors makes any representation or warranty
regarding to the extent included in the Licenced Program (collectively, the "Third Party Software").
The Third Party Software is provided "AS IS."
The Customer agrees to indemnify and hold the Supplier harmless against any claims, causes of
action, suits, damages, liabilities, and/or judgments and settlements including all costs, expenses,
and attorney's fees based on the matters arising out of Customer's business and operations. The
Customer shall undertake to conduct the defence of such suit at its own expense, it being
understood, however, that the Supplier has at all times the option to participate in, or undertake
any litigation involving said matters through counsel of the Supplier's own selection and at the
Supplier's own expense, subject to the indemnity and hold harmless obligations of the Customer
hereunder with respect to such expense. The Customer shall not make any settlement of any claim,
suit, or demand for which the Supplier may become responsible hereunder without the Supplier's
written consent which shall not be unreasonably withheld. The indemnity, hold harmless, and defend
provisions of this Agreement shall survive its termination or expiration.
EXCLUSIONS.

In the event the Supplier shall be materially delayed or prevented from performing any of the
provisions of this Agreement by reason of fire, strike, lock out, or other labour trouble, riot,
insurrection, war, unavoidable accident, act of God or the elements, or the failure of others to
deliver or the delay of others in delivering any necessary material, machinery, or equipment or
similar causes, or any municipal, county, state or national ordinance or law, or any executive or
judicial orders, or other similar causes reasonably beyond the control of the Supplier, the
obligations of the Supplier under this Agreement shall be suspended during the continuance of any
such contingency and the Supplier shall not be liable for any loss or damage caused by or as a
consequence of such interruption.
Runge will have no responsibility, warranty or other obligations whatsoever if you:
a) use the Licenced Program in a manner inconsistent with the Documentation or this Agreement;
b) modify the Licenced Program;
c) cause a failure of the Licenced Program through accident, abuse or misapplication; or
d) use the Licenced Program with products not readily commercially available on the date of the
original purchase.

NO OTHER WARRANTIES. THE EXPRESS WARRANTIES SET FORTH ABOVE ARE IN LIEU OF ALL LIABILITIES OR
OBLIGATIONS OF RUNGE FOR DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE OR
PERFORMANCE OF THE LICENCED PROGRAM OR DOCUMENTATION. RUNGE EXPRESSLY DISCLAIMS ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO THE LICENCED PROGRAM OR DOCUMENTATION, INCLUDING ALL
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF THE
INTELLECTUAL PROPERTY RIGHTS OF OTHERS OR ARISING FROM THE COURSE OF DEALING BETWEEN THE PARTIES OR
USAGE OF TRADE. THESE DISCLAIMERS OF WARRANTY CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT. SOME
JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF AN IMPLIED WARRANTY, SO THESE DISCLAIMERS MAY NOT APPLY TO
YOU AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY BY JURISDICTION.