ELECTRONIC BUSINESS LICENSE AGREEMENT FOR RESOURCE TUNER version 1.95

CAREFULLY READ THE FOLLOWING LEGAL AGREEMENT. BY USING, COPYING, TRANSMITTING, DISTRIBUTING OR INSTALLING THIS SOFTWARE YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS BLA ("BUSINESS LICENSE AGREEMENT").

This license does not cover the use of the SOFTWARE during an evaluation period. If you are using the SOFTWARE for evaluation purposes, the standard End User License Agreement applies.

This Heaventools Software ("Heaventools") Business License Agreement accompanies the Heaventools Resource Tuner product and related explanatory materials ("SOFTWARE"). The term "SOFTWARE" also shall include any upgrades, modified versions or updates of the Software licensed to you by Heaventools. By installing and/or using the enclosed, attached, or about-to-be-installed software you are agreeing to be bound by the terms of this Business License Agreement. If you do not agree to the terms of this Business License Agreement, then do not use, copy, transmit, distribute, or install the Software.

1. LICENSE GRANT.

Subject to the terms below, you are hereby licensed by Heaventools to use the SOFTWARE on computers or workstations, in a business, academic, or government environment, provided a Business License has been purchased and all fees have been paid to Heaventools. "You" means the company, entity or individual, whose funds are used to pay the license fee. "Use" means storing, loading, installing, executing or displaying the SOFTWARE.

You may, without violating the License Agreement for the SOFTWARE:

a) Install the SOFTWARE on a per user or per seat basis, whichever is less, limited to the number of seats purchased.

b) Transfer the SOFTWARE from one user to another, or one computer to another, by means of uninstalling and subsequently reinstalling the software.

c) Install the SOFTWARE for a single person who uses the software personally on one or more computers, or on a single workstation used non-simultaneously by multiple people, but not both. You may access the SOFTWARE through a network, provided that you have obtained enough licenses to cover the total number of workstations that will be used to run the software through the network. For example, if the SOFTWARE will be used on five workstations, then you must purchase five or more licenses (and not three), even if only a maximum of three of those workstations will run the SOFTWARE at any one time.

d) Give exact copies of this version of the SOFTWARE personally to anyone within the company or organization.

e) Distribute exact copies of this version of the SOFTWARE, if done exclusively through electronic channels;

f) Make as many exact copies of this version of the SOFTWARE as you wish, for purposes of distribution as described in (a), (b), (c), (d) and (e) above.

You are specifically prohibited from charging, or requesting donations, for any copies, however made, and from distributing such copies with other products of any kind, commercial or otherwise, without prior written permission from Heaventools. Heaventools reserves the right to revoke the above distribution rights at any time, for any or no reason.

2. OWNERSHIP.

The SOFTWARE is owned and copyrighted by Heaventools Software. Your license confers no title or ownership in the SOFTWARE and should not be construed as a sale of any right in the SOFTWARE.

3. COPYRIGHT.

The SOFTWARE is protected by United States copyright law and international treaty provisions. You acknowledge that no title to the intellectual property in the SOFTWARE is transferred to you. You further acknowledge that title and full ownership rights to the SOFTWARE will remain the exclusive property of Heaventools and you will not acquire any rights to the SOFTWARE except as expressly set forth in this license. You agree that any copies of the SOFTWARE will contain the same proprietary notices which appear on and in the SOFTWARE.

4. RESTRICTIONS.

All rights of any kind in the SOFTWARE which are not expressly granted in this License Agreement are entirely and exclusively reserved to and by Heaventools. You agree that you will not attempt to reverse compile, modify, adapt, translate, copy, emulate, clone, disassemble, or create derivative works based on, the SOFTWARE in whole or in part, or otherwise attempt to discover the source code of the SOFTWARE (except and solely to the extent an applicable statute expressly and specifically prohibits such restrictions). You may not sublicense, rent, lease, resell for profit or otherwise dispose of the SOFTWARE without our written permission. You may not make access to the SOFTWARE available to others in connection with a service bureau, application service provider, or similar business. You may not grant a security interest in, or otherwise transfer rights to the SOFTWARE. You may not remove any proprietary notices or labels on the SOFTWARE.

5. DISCLAIMER OF WARRANTY.

THIS SOFTWARE AND THE ACCOMPANYING FILES ARE PROVIDED ON AN "AS IS" BASIS AND YOU ASSUME FULL RESPONSIBILITY FOR DETERMINING THE SUITABILITY OF THE PROGRAM AND FOR RESULTS OBTAINED. HEAVENTOOLS DISCLAIMS ALL WARRANTIES RELATING TO THIS SOFTWARE, WHETHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FREE OF DEFECTS, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. NEITHER HEAVENTOOLS NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THIS SOFTWARE SHALL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATIONS, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, DATA LOSS, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE SUCH SOFTWARE, EVEN IF HEAVENTOOLS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIMS. THE PERSON USING THE SOFTWARE BEARS ALL RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE. SHOULD THE SOFTWARE PROVE DEFECTIVE IN ANY RESPECT, YOU AND NOT HEAVENTOOLS OR ITS SUPPLIERS ASSUME THE ENTIRE COST OF ANY SERVICE AND REPAIR.

SOME JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSION MAY NOT APPLY TO YOU TO THE EXTENT THAT LIABILITY IS BY LAW INCAPABLE OF EXCLUSION OR RESTRICTION.

IN NO EVENT SHALL ANY THEORY OF LIABILITY EXCEED THE LICENSE FEE PAID TO HEAVENTOOLS.

6. SEVERABILITY.

In the event of invalidity of any provision of this license, the parties agree that such invalidity shall not affect the validity of the remaining portions of this license.

7. NO LIABILITY FOR CONSEQUENTIAL DAMAGES.

IN NO EVENT SHALL HEAVENTOOLS OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND ARISING OUT OF THE DELIVERY, PERFORMANCE OR USE OF THE SOFTWARE, EVEN IF HEAVENTOOLS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL HEAVENTOOLS' LIABILITY FOR ANY CLAIM, WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, EXCEED THE LICENSE FEE PAID BY YOU, IF ANY. HEAVENTOOLS SHALL HAVE NO OBLIGATION TO YOU WITH RESPECT TO ANY CLAIM OF INFRINGEMENT BASED UPON YOUR USE OF THE SOFTWARE IN COMBINATION, OPERATION OR OTHERWISE WITH THE DATA OR MATERIALS NOT SUPPLIED BY HEAVENTOOLS.

8. TERMINATION.

This Agreement and the license granted hereunder will terminate automatically if you fail to comply with the limitations described herein. Upon termination, you must destroy all copies of the SOFTWARE and documentation.

9. ENTIRE AGREEMENT.

This is the entire agreement between you and Heaventools which supersedes any prior agreement or understanding, whether written or oral, relating to the subject matter of this license.

10. RESERVED RIGHTS.

All rights not expressly granted here are reserved to Heaventools and/or the respective authors (listed either in the documentation or within the SOFTWARE).

Heaventools reserves the right to make exceptions to any of these conditions, or alter these conditions, at any time. However, you may always use these conditions instead of any altered version if you prefer (note that this licence explicitly applies only to one version of the program; therefore, if Heaventools makes new conditions in connection with a future version, you do not then have the right to apply these conditions to that version instead).