# Software License Agreement

This Software License Agreement ("SLA") is a legally binding agreement by and between you (the "Licensee" as defined in Section 1.c hereinafter) and AGS Ltd. (as defined in Section 1.a hereinafter) for the Software identified in Section 1.e hereof and it is made and entered into as of the date you download, install, copy, access or otherwise use the software (the "Effective Date").

NOTICE TO LICENSEE: PLEASE READ THIS AGREEMENT CAREFULLY. BY DOWNLOADING, INSTALLING, COPYING, ACCESSING, OR OTHERWISE USING THE SOFTWARE LICENSEE AGREES TO THE TERMS OF THIS SLA. IF LICENSEE IS ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON OR A COMPANY OR OTHER LEGAL ENTITY, LICENSEE REPRESENTS AND WARRANTS THAT LICENSEE HAS FULL AUTHORITY TO BIND THAT PERSON, COMPANY, OR LEGAL ENTITY TO THE TERMS OF THIS SLA. LICENSEE AGREES THAT THIS SLA IS LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY LICENSEE. THIS SLA IS ENFORCEABLE AGAINST LICENSEE AND ANY LEGAL ENTITY THAT OBTAINED THE SOFTWARE AND ON WHOSE BEHALF IT IS USED. IF LICENSEE DOES NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL, COPY, ACCESS, OR USE THE SOFTWARE.

1. DEFINITIONS
   1. "AGS" shall mean Advanced Global Systems, Ltd., a corporation organized and existing under the laws of the State of New York, USA, with its place of business at One West Street, Suite 100-13, New York, NY 10004, USA.
   2. "AGS Website" shall mean any web site operated by or for AGS at one or more domain name addresses on the World Wide Web of the Internet, including but not limited to http://www.agsltd.com and http://www.serverstudio.com.
   3. "Licensee" shall mean either: (i) if a natural person, you as an individual; or (ii) if a legal entity, a single individual within such legal entity designated to have the sole right to use the Software in the manner provided for in this SLA.
   4. "Computer" shall mean a computational device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions.
   5. "Software" shall mean the original and all whole or partial copies of the information with which this agreement is provided, including but not limited to (i) machine-readable instructions and data files for AGS’ Server Studio™, Server Studio™ JE or Sentinel™ products and "extensions", "add-ons," Upgrades (as defined in Section 1.f hereinafter) or other similar computer files for use with these products; (ii) third party machine-readable instructions and data files and their related information; (iii) written explanatory materials in any form ("Documentation"); (iv) audio-visual content (such as images, recordings, text, or pictures); (v) related licensed materials; and (vi) license use documents, certificates or keys.
   6. "Upgrade" shall mean any modified versions and copies of, and upgrades, updates and additions to the Software and the associated computer information provided to Licensee by AGS at any time; to the extent the foregoing is not provided under a separate agreement.
   7. "Prerelease Code" shall mean any Software, or any portion thereof provided by AGS to Licensee and identified as prerelease or beta code. Such Prerelease Code: (i) may not be at the level of performance and compatibility of the final, generally available product offering; (ii) may not operate correctly and may contain bugs, errors and other problems that could cause system or other failures and data loss; (iii) may never be commercially released by AGS; and (iv) may be substantially modified by AGS prior to the first commercial shipment of the Software.
   8. "Version" shall mean the Software release identification scheme generally in the form of X.YY, where X represents a major release or base level version and YY represents a minor release levels.
   9. "Trial Version" shall mean any copy of the Software or portion thereof for which AGS requires a payment of a licensing fee and Licensee has not paid such licensing fee.
   10. "Retirement" shall mean any Version of the Software that AGS has elected to retire from public distribution and has provided a public notice of the same.
   11. "Maintenance Plan" shall mean a consecutive twelve (12) months period during which AGS will make available to Licensee: (i) each new Version of the Software that AGS publicly releases; and (ii) priority access to technical support services during the effective Maintenance Plan period, as more particularly characterized in Section 4 hereof.
   12. "Support Services" shall mean any technical or integration support services related to the Software provided by AGS to Licensee.
   13. "Fees" shall mean the amount of a one-time charge payable by Licensee to AGS or one of its authorized resellers for either the Software, Maintenance Plan or Support Services according to the price list published by AGS, less any applicable discounts or written price reduction offers that may be granted by AGS or one of its authorized resellers to Licensee. Fees are exclusive of all taxes, withholdings, duties, levies, excises, tariffs or personal property taxes on the Software that any authority may impose.
   14. "Entitlement Proof" (or "EP") shall mean the evidence of Licensee’s authorization to use the Software at a specified level. That level may be measured, for example, by the number of users or concurrent computer connections. Unless otherwise indicated in a valid license EP, the specified level of use is one (1). The EP is also evidence of Licensee’s eligibility for warranty, future upgrade prices, if any, and potential special or promotional opportunities. AGS may accept the original paid sales receipt or other sales record from the party (either AGS or its reseller) from whom Licensee acquired the Software, provided that it specifies the name of the Software, its Version and the usage level acquired.
2. LICENSE GRANT
   1. The Software is owned by AGS or an AGS supplier, and is copyrighted and licensed, not sold. As long as Licensee lawfully obtained the Software from AGS or one of its authorized resellers and remains in compliance with the terms of this SLA, AGS grants Licensee a non-exclusive license to use the Software in the manner and for the purposes described in the Documentation.
   2. Licensee may (i) may install and use one copy of the Software up to the level of use specified in the EP and (ii) make and install a backup copy, to support such use, provided that such backup copies are not installed or used for other than archival purposes. The terms of this SLA apply to each copy Licensee makes. Licensee shall reproduce all copyright notices and all other legends of ownership on each copy, or partial copy, of the Software.
   3. All Upgrades are an integral part of the Software and may be subject to additional license terms that may accompany the Updates, if any. By downloading, installing, copying, accessing or otherwise using an Upgrade, Licensee agrees to be bound by the terms accompanying each Upgrade in addition to the terms of this SLA. If Licensee does not agree to the additional license terms accompanying the Upgrades, Licensee shall not download, install, copy, access or otherwise use the Upgrades. If Licensee acquires the Software as an Upgrade, after Licensee installs the Upgrade Licensee may not use the Software from which Licensee upgraded or transfer it to another party.
3. LICENSE TRANSFER
   1. Licensee may permanently transfer all of Licensee’s rights under this SLA, provided Licensee: (i) retains no copies and transfers all of the Software, its EP and related license use certificates and keys; (ii) Licensee provides to AGS notice of Licensee’s name and address along with the name and address of the person or legal entity to whom Licensee is transferring the rights granted herein; and (iii) the recipient explicitly agrees to comply with the terms of this SLA.
4. MAINTENANCE PLAN AND SUPPORT SERVICES
   1. Licensee may purchase an optional annual Maintenance for the Software from AGS or one of its authorized resellers. Upon purchase of Maintenance Plan, AGS will make available to Licensee without additional charge: (i) each Upgrade and new Version of the Software that AGS publicly releases; and (ii) priority access to AGS technical support services for the Software during the effective Maintenance Plan period.
   2. AGS reserves the right, from time to time, to change its standard Maintenance Plan terms and conditions, including but not limited to the applicable Fees. Any change to the Maintenance Plan terms and conditions will not materially reduce the level of Licensee’s entitlement set forth in this SLA. The new Maintenance Plan Fees and/or terms and conditions will become effective on Licensee's next annual Maintenance Plan period renewal.
   3. AGS will provide Licensee with the Software installation and configuration support during the initial 30-days period following the purchase of the Software license by Licensee.
   4. This SLA does not include Support Services, which AGS may provide to Licensee pursuant to a separate agreement. Support Services are governed by the policies and programs that may be more particularly described in separate materials provided by AGS. Any supplemental software code provided to Licensee as part of the Support Services shall be considered as an integral part of the Software and subject to the terms and conditions of this SLA. With respect to the information Licensee provides to AGS as part of the Support Services, AGS may use such information for its business purposes, including but not limited to for the Software support and development.
5. FEES AND CHARGES
   1. Fees for the Software are based on the level of use acquired, which is specified in the EP, and Licensee agrees to pay all such Fees either directly to AGS or to one of its authorized resellers. If Licensee wishes to increase the level of use, Licensee shall notify AGS or one of its authorized resellers from whom Licensee acquired the Software and pay any additional applicable Fees.
   2. In the event Licensee exceeds the authorized level of the Software use specified in the EP, the additional Fees corresponding to the level of such unauthorized use shall become immediately due and payable by Licensee to AGS. Failure to pay immediately any of the already due and payable Fees for the Software or other valid charges Licensee is obligated to pay to AGS or to one of its authorized resellers shall be deemed a material breach by Licensee of this SLA.
   3. Licensee is responsible for paying all taxes, withholdings, duties, levies, excises, tariffs or any personal property taxes for the Software, if any, excluding those levied in the Unites States of America on revenues, profits or net income of AGS. All direct transactions concluded between AGS and Licensee whose legal residence is outside of the Unites States of America shall be deemed to have been completed by Licensee at AGS’ principal place of business identified in Section 1.a of this SLA.
   4. Fees for the initial annual Maintenance Plan period are due and payable contemporaneously with Licensee’s purchase of the Software. If Licensee chooses to renew Maintenance Plan for subsequent consecutive annual periods, the applicable Maintenance Plan Fees shall be due and payable within thirty (30) days next preceding the expiration date of the preceding Maintenance Plan period. If Licensee fails to pay AGS Maintenance Plan Fees pursuant the terms hereof, AGS may discontinue Licensee's Maintenance Plan and will have no further obligation to provide Licensee with the rights granted to Licensee under the Maintenance Plan for the Software.
   5. If for any reason the original Licensee is dissatisfied with the Software, Licensee may obtain a refund of the amount Licensee paid for it, if within 30 days of Licensee’s invoice date the original Licensee returns the Software and its EP to the party from whom Licensee obtained it.
   6. AGS does not give credits or refunds for Fees already due or paid, except as may be provided for elsewhere in this SLA.
6. LIMITED WARRANTY
   1. AGS warrants to the original Licensee who first purchases a license for the Software pursuant to the terms of this SLA that the Software will perform substantially in accordance with its specifications for the ninety (90) day period following receipt of the Software when used on Computers with the recommended operating system and hardware configuration. Non-substantial variation of performance from the Software specifications does not establish a warranty right. This limited warranty applies only to the unmodified portion of the Software. AGS does not warrant uninterrupted or error-free operation of the Software or that AGS will correct all Software defects. Licensee is responsible for the results obtained from the use of the Software. THIS LIMITED WARRANTY DOES NOT APPLY TO PATCHES, PRE-RELEASE (BETA) CODE, TRYOUT, STARTER, EVALUATION, OR NOT FOR RESALE (NFR) COPIES OF SOFTWARE. All warranty claims must be made, along with EP, within such ninety (90) day period. If the Software does not perform substantially in accordance with its specifications, the entire liability of AGS and its affiliates and Licensee’s exclusive remedy will be limited to either, at AGS’ option, replacement of the Software or refund of the Fees paid by the original Licensee for the Software.
   2. THE FOREGOING LIMITED WARRANTY IS THE ONLY WARRANTY MADE BY AGS AND ITS AFFILIATES OR SUPPLIERS AND STATES THE SOLE AND EXCLUSIVE REMEDIES FOR AGS, ITS AFFILIATES OR SUPPLIERS' BREACH OF WARRANTY. EXCEPT FOR THE FOREGOING LIMITED WARRANTY AND ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW OF APPLICABLE JURISDICTION, AGS AND ITS AFFILIATES AND SUPPLIERS PROVIDE THE SOFTWARE AS-IS AND WITH ALL FAULTS AND EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY MATTER, INCLUDING BUT NOT LIMITED TO PERFORMANCE, SECURITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, MERCHANTABILITY, QUIET ENJOYMENT, PROPER OPERATION, SATISFACTORY QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL RISK ARISING OUT OF USE OF THE SOFTWARE REMAINS WITH LICENSEE.
   3. THE LIMITED WARRANTIES SET FORTH IN SECTION 6 OF THIS SLA GIVE LICENSEE SPECIFIC LEGAL RIGHTS. LICENSEE MAY HAVE ADDITIONAL RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION.
7. LIMITATION OF LIABILITY AND REMEDIES
   1. EXCEPT FOR THE EXCLUSIVE REMEDY SET FORTH IN SECTION 6 AND AS OTHERWISE MAY BE PROVIDED ELSEWHERE IN THIS SLA, IN NO EVENT WILL AGS OR ITS AFFILIATES OR SUPPLIERS BE LIABLE TO LICENSEE FOR ANY LOSS, DAMAGES, CLAIMS OR COSTS WHATSOEVER INCLUDING BUT NOT LIMITED TO ANY CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES, ANY LOST PROFITS OR LOST SAVINGS, ANY DAMAGES RESULTING FROM BUSINESS INTERRUPTION, PERSONAL INJURY OR FAILURE TO MEET ANY DUTY OF CARE, OR CLAIMS BY A THIRD PARTY, EVEN IF AGS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW OF APPLICABLE JURISDICTION. AGS’ AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES AND SUPPLIERS UNDER OR IN CONNECTION WITH THIS SLA WILL BE LIMITED TO THE ACTUAL AMOUNT PAID BY LICENSEE FOR THE SOFTWARE, IF ANY. THIS LIMITATION WILL APPLY EVEN IN THE EVENT OF A FUNDAMENTAL OR MATERIAL BREACH OR A BREACH OF THE FUNDAMENTAL OR MATERIAL TERMS OF THIS AGREEMENT.
   2. NOTWITHSTANDING THE FOREGOING, LICENSEE’S USE OF PATCHES, PRE-RELEASE (BETA) CODE, TRYOUT, STARTER, EVALUATION, OR NOT FOR RESALE (NFR) COPIES OF SOFTWARE IS ENTIRELY AT LICENSEE’S OWN RISK.
   3. Nothing contained in this SLA limits AGS’ liability to Licensee in the event of death or personal injury resulting from AGS’ negligence or for the tort of deceit.
   4. The rights and remedies granted to Licensee under this SLA constitute Licensee's sole and exclusive recourse against AGS, its officers, agents and employees as well as its affiliates and suppliers for any and all claims arising in connection with the Software and Licensee releases the foregoing parties from all obligations, liability, claims or demands in excess of the limitations, exclusions and remedies set forth in Section 7 of this SLA. AGS is acting on behalf of its agents, affiliates and suppliers for the purpose of disclaiming, excluding and limiting obligations, warranties and liability, but in no other respects and for no other purpose.
8. INTELLECTUAL PROPERTY OWNERSHIP
   1. The Software and any authorized copies that Licensee makes are the intellectual property of and are owned by AGS and/or its suppliers. The structure, organization and code of the Software are the valuable trade secrets and confidential information of AGS and/or its suppliers. Licensee acknowledges that the Software is protected by law, including but not limited to the copyright laws of the United States and other countries, and by international treaty provisions. Except as expressly stated herein, this SLA does not grant Licensee any intellectual property rights in the Software and all rights not expressly granted are reserved by AGS and/or its suppliers.
   2. Licensee shall not remove any copyright, trademark, patent or any other legends of ownership notices that appear on the Software as delivered to Licensee.
   3. Licensee shall not, at any time, use any name or trademark confusingly similar to AGS’ or licensed third party trademark, trade name and/or product name. Licensee shall undertake no action that will interfere with or diminish AGS right, title and interest in AGS’ or licensed third party's trademark(s), trade name(s) or Software name(s).
9. NON-DISCLOSURE AGREEMENT
   1. Information exchanged between AGS and Licensee which at the time of its disclosure has been characterized in writing by the disclosing party as confidential ("Confidential Information") shall be kept in confidence by the receiving party. Each receiving party will at all times, both during the term of this SLA and for a period of at least 3 years after its termination, keep in confidence all such Confidential Information using a standard of care such party uses with its own information of this nature, but in no event less than reasonable care. The receiving party will not use any Confidential Information other than in the course of its permitted activities hereunder. If a receiving party is legally compelled to disclose any of the disclosing party's Confidential Information, then, prior to such disclosure, the receiving party will (i) assert the privileged and confidential nature of the Confidential Information and (ii) cooperate fully with the disclosing party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. In the event such protection is not obtained, the receiving party will disclose the Confidential Information only to the extent necessary to comply with the applicable legal requirements.
   2. Confidential Information does not include information which the receiving party can demonstrate: (i) is previously rightfully known to the receiving party without restriction on disclosure; (ii) is or becomes, from no act or failure to act on the part of the receiving party, generally known in the relevant industry or public domain; (iii) is disclosed to the receiving party by a third party as a matter of right and without restriction on disclosure; or (iv) is independently developed by the receiving party without access to the Confidential Information.
   3. Notwithstanding the foregoing requirement for information to be characterized in writing as confidential, the Software and other non-public information and know-how disclosed to Licensee by AGS is deemed as Confidential Information under this SLA. Licensee may not disclose such Confidential Information disclosed by AGS without its prior written consent except in confidence on a "need to know" basis to Licensee's immediate employees, or contractors or legal and financial consultants as required in the ordinary course of Licensee's business under binding obligations of confidentiality substantially similar to those set forth herein.
   4. AGS and Licensee may elect to enter into a separate Non-Disclosure Agreement governing the exchange of their respective Confidential Information and in such circumstance the terms contained therein shall be deemed controlling, but only with respect to the exchange of Confidential Information between them.
10. PROHIBITION AGAINST ASSIGNMENT AND SUBLICENSE
    1. This SLA, and any rights or obligations hereunder, shall not be assigned or sublicensed by Licensee (by contract, merger, operation of law, or otherwise). Notwithstanding the foregoing, Licensee may assign this SLA, and any rights or obligations hereunder, to an entity controlled by, controlling, or under common control with Licensee, provided however that such assignee agrees in writing to be bound by the terms of this SLA and Licensee duly notifies AGS of the same.
11. TERM OF AGREEMENT
    1. Unless terminated pursuant to Section 12, the term of this SLA shall commence on the Effective Date continue in perpetuity.
12. DEFAULT AND TERMINATION
    1. Without prejudice to any other rights, AGS may terminate this SLA if any of the following events of default occur: (i) if Licensee materially fails to perform or comply with any provision of this SLA; (ii) if Licensee manufactures or distributes any AGS Software product which is not properly licensed under this SLA or another valid agreement with AGS or a Licensee of AGS; or (iii) if Licensee becomes insolvent, enters bankruptcy, reorganization, composition or other similar proceedings under applicable laws, whether voluntary or involuntary, or admits its inability to pay its debts, or makes or attempts to make an assignment for the benefit of creditors.
    2. In the event this SLA is terminated pursuant to this Section 12, Licensee must destroy all copies of the Software including all of its component parts and related EP within ten (10) days after termination of this SLA. There shall be no refund or adjustment for amounts paid by Licensee to AGS for Software destroyed in accordance with this Section 12.b.
    3. Termination of this SLA as a result of Licensee's default shall result in acceleration of Licensee's obligation to pay immediately all sums already due and payable by Licensee to AGS.
    4. Sections 2, 4, 6, 7, 9, 13, 14 and 16 of this SLA, shall survive termination of this SLA, howsoever caused, but this will not imply or create any continued Licensee ‘s right to use the Software after termination of this SLA.
13. CONTROLLING LAW; ATTORNEYS' FEES
    1. This SLA and all matters relating to this SLA shall be construed and controlled by the laws of the State of New York, and Licensee consents to jurisdiction and venue in the state and federal courts sitting in the State of New York. Process may be served on either party in the manner set forth in Section 14 for the delivery of notices or by such other method as is authorized by applicable law or court rule.
    2. If either AGS or Licensee employs attorneys to enforce any rights arising out of or relating to this SLA, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs and other expenses.
14. NOTICES
    1. All notices, authorizations, and requests in connection with this SLA shall be deemed given three (3) days after they are (i) deposited in the U.S.A. or international mails, as applicable, postage prepaid, certified or registered, return receipt requested; or (ii) one (1) day after they are sent by air express courier, charges prepaid. Such communications shall be addressed to AGS at Advanced Global Systems, Ltd., One West Street, Suite 100-13, New York, NY 10004, USA, and to Licensee at the address provided by Licensee to AGS when obtaining the Software.
15. U.S. GOVERNMENT RESTRICTED RIGHTS
    1. Any Software and documentation licensed to or on behalf of the United States of America, its agencies and/or instrumentalities (the "Government") is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of The Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software—Restricted Rights at 48 CFR 52.227-19, as applicable, or as set forth in the particular department or agency regulations or rules, or particular contract which provide AGS equivalent or greater protection. Manufacturer is Advanced Global Systems, Ltd., One West Street, Suite 100-13, New York, NY 10004, USA.
16. EXPORT RESTRICTIONS
    1. Licensee agrees not to export or re-export the Software, any part thereof, or any process or service that is the direct product of the Software (the foregoing collectively referred to as the “Restricted Components”), to any country, person, entity or end user subject to U.S. export restrictions.
    2. Licensee specifically agrees not to export or re-export any of the Restricted Components (i) to any country to which the U.S. has embargoed or restricted the export of goods or services, which currently include, but are not necessarily limited to Cuba, Iran, Iraq, Libya, North Korea, Sudan and Syria, or to any national of any such country, wherever located, who intends to transmit or transport the Restricted Components back to such country; (ii) to any end-user who Licensee knows or has reason to know will utilize the Restricted Components in the design, development or production of nuclear, chemical or biological weapons; or (iii) to any end-user who has been prohibited from participating in U.S. export transactions by any federal agency of the United States of America government.
    3. Licensee warrants and represents to AGS that no federal agency of the United States of America government has suspended, revoked or denied Licensee’s export privileges.
17. GENERAL
    1. This SLA does not constitute an offer by AGS. This SLA shall constitute the entire agreement between AGS and Licensee with respect to the subject matter hereof and merges all prior and contemporaneous communications. It shall not be modified except by a written agreement signed on behalf of Licensee and AGS by their respective duly authorized representatives. Any statement appearing as a restrictive endorsement on a check or other document which purports to modify a right, obligation or liability of either party shall be of no force and effect.
    2. Neither this SLA, nor any terms and conditions contained herein, shall be construed as creating a partnership, joint venture or agency relationship or as granting a franchise.
    3. This SLA will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
    4. If any provision of this SLA or license of any particular Software shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions and license for remaining Software, as applicable, shall remain in full force and effect.
    5. No waiver of any breach of any provision of this SLA 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 signed by an authorized representative of the waiving party.
    6. Licensee shall, at its own expense, promptly obtain and arrange for the maintenance of all non-U.S.A. government approvals, if any, and comply with all applicable local laws and regulations as may be necessary for Licensee's performance under this SLA.

AGS SLA V.3.1 (12-2006)