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c-scope Version 1.10 SITE LICENSE INFORMATION Your registration fee buys you a single user license, but what if you need to use our program on more than one computer simultaneously? You need a site license. A site license is an inexpensive way for more than one person to legally use one copy of a program on more than one computer at a time. Site licenses are designed for companies, offices or workgroups where more than one person in the organization needs to use a product, but does not need additional manuals or disks. Site licensing enables companies, departments, government agencies, etc., to equip their personnel with the tools they need at a minimal cost. Here's how it works: The company purchasing a site license (the licensee) provides a single point of contact (i.e., one person) for shipping, technical support, upgrades, etc., and we (the licensor) provide a master of the diskettes, manual, and any other parts of the package. The cost of the site license is calculated based on the number of users so that the cost per user decreases as the number of users increases. The formula for calculating the cost for any number of users is given in the license agreement, but this is how it works out for selected numbers: Number Relative Relative of users license cost cost / user 2 1.90 X 95.0 % 5 4.10 X 81.9 % 10 6.51 X 65.1 % 20 8.78 X 43.9 % 50 9.95 X 19.9 % 100 10.00 X 10.0 % unlimited 10 X The second column tells you what you multiply the single user registration cost by to get the site license cost. The third column tells you what percentage of the single user registration you pay for each site license user. (The terms quoted in the license agreement are intended as a guideline and are negotiable in some cases. Please contact JAYAR Systems if you have special requirements.) Page 2 The text following on the next page is the site license agreement. Print it out, fill in the blanks, sign it and send it along with a check, money order, purchase order or credit card information to: JAYAR Systems Phone: (416) 751-5678 253 College Street, Ste. 263 Toronto, Ontario Canada M5T 1R5 Upon receipt of the completed, signed form, and your payment, we will send you the required masters and a copy of the license agreement with an authorized signature under LICENSOR. If you have any questions, please call us. NOTE: The site license is used in place of the single user registration form. If you are buying a site license it is not necessary to send in the form in file REGISTER.DOC. c-scope Site License Page 1 c-scope 1.10 END USER SITE LICENSE AGREEMENT ------------------------------- JAYAR Systems (Licensor) grants to ___________________________ _______________________________________________________(Licensee), and Licensee accepts, a license to use the licensed program in accordance with the terms and conditions contained in this agreement. 1.0 DEFINITIONS 1.1 "Licensed program" means the object code version of the program listed in Exhibit 1 and related program user documentation. No rights to the source code versions of the licensed program are granted by this license. 1.2 "Object code" means any instruction or set of instructions in machine executable form. 1.3 "User documentation" means any standard manuals or other related materials used for user instruction or reference in use of the licensed program. 1.4 "Use" means copying of any portion of the licensed program from a storage unit or media into the designated equipment and execution of the licensed program on the equipment. 2.0 LICENSE GRANT 2.1 Licensee is granted a nontransferable, nonexclusive right to use the __________ copies of the licensed program indicated in Exhibit 1 for Licensee's internal use. Licensor (JAYAR Systems) will deliver __________ copies of the licensed program to Licensee. Licensee may make additional copies of the licensed program, up to the number of copies licensed herein, provided that each copy of the program contains JAYAR Systems's copyright notice and any other proprietary legends. 2.2 Each copy of the licensed program provided under this license may be used on only one computer at any one time. If used on a network system, each terminal user is automatically considered to be using a distinct copy of the licensed program whether or not he is actually using it. c-scope Site License Page 2 2.3 Licensee shall not use, copy, rent, lease, sell, modify, decompile, disassemble, otherwise reverse engineer, or transfer the licensed program except as provided in this agreement. Any such unauthorized use shall result in immediate and automatic termination of this license. 2.4 This license is distinct from shareware use. It does not authorize the continued use of shareware. If, in addition to the software used under this license, shareware is in use, that shareware must be registered with JAYAR Systems. 3.0 TERMS 3.1 This license is effective until terminated. Licensee may terminate it at any time by destroying the licensed program and all copies of it and notifying JAYAR Systems in writing. This license will also terminate as otherwise provided in this agreement. On termination, Licensee shall return all materials not destroyed to JAYAR Systems together with a written verification that the remaining materials have been destroyed. 4.0 PAYMENT 4.1 The fee for this license shall be $______________ payable in (U.S. / Canadian) funds as calculated by the formula in Exhibit 1 or as negotaiated with JAYAR Systems. 5.0 CONFIDENTIALITY AND PROPRIETARY RIGHTS 5.1 The licensed program is licensed, not sold. Nothing in this agreement shall be construed as conveying title in the licensed program to Licensee. 5.2 Licensee understands and agrees that the source code for the licensed program and all documentation related thereto constitute the valuable properties and trade secrets of JAYAR Systems, owner of the copyright to the licensed program, embodying substantial creative efforts which are secret, confidential, and not generally known by the public, and which secure to JAYAR Systems a competitive advantage. 5.3 Licensee agrees during the term of this license, and thereafter, to hold the licensed program, including any copies thereof and any documentation related thereto, in strict confidence and to not permit any person or entity to obtain access to it except as required for Licensee's own internal use hereunder. 5.4 Licensee shall inform JAYAR Systems promptly and in writing of any actual or suspected unauthorized use or disclosure of the licensed programs or documentation related thereto. c-scope Site License Page 3 5.5 The obligations under this paragraph shall survive the termination or rescission of this agreement. 6.0 LIMITED WARRANTY 6.1 JAYAR Systems warrants that for a period of ninety days from the date of delivery of the licensed program, the program, if unmodified by the Licensee, will perform in substantial conformity with the user documentation. JAYAR Systems does not warrant that the licensed program is free from coding errors. Any program problems reported to JAYAR Systems during the warranty period and determined by JAYAR Systems to be actual coding errors will be corrected by JAYAR Systems within a reasonable time. Any modifications to the licensed program shall thereafter be licensed AS IS. 6.2 The above warranty does not apply to the extent that any failure of the licensed program to perform as warranted is caused by the licensed program being (1) not used in accordance with the user documentation, or (2) modified by any person other than authorized JAYAR Systems personnel. 6.3 LICENSOR MAKES AND LICENSEE RECEIVES NO OTHER WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE. 7.0 LIMITATION OF LIABILITY 7.1 The total liability of JAYAR Systems or its suppliers for any claim or damage arising out of the use of the licensed program or otherwise related to this license shall be limited to direct damages which shall not exceed the license fee(s) which have been paid by Licensee to JAYAR Systems for the specific client project which is the subject of such claim or damage. 7.2 IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE FOR ADDITIONAL DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE LICENSED PROGRAM, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. c-scope Site License Page 4 8.0 TERMINATION. THIS LICENSE MAY BE TERMINATED BY JAYAR Systems IF: 8.1 Licensee fails to comply with any material term or condition of this agreement and Licensee fails to cure such failure within fifteen days after notices of such failure by JAYAR Systems; and 8.2 Licensee's normal business operations are disrupted or discontinued for more than thirty days by reason of insolvency, bankruptcy, receivership, or business termination. 9.0 GENERAL TERMS 9.1 Neither this agreement nor any rights or obligations hereunder shall be assigned or otherwise transferred by Licensee without prior written consent of JAYAR Systems, which consent will not be unreasonably withheld. JAYAR Systems may assign this agreement entirely in its discretion upon the express written assumption of the obligations hereunder by the assignee. 9.2 This agreement and its exhibits contain the entire agreement between the parties hereto, superseding all previous agreements, representations, understandings and negotiations. This agreement may not be amended other than by writing signed by an authorized representative of the parties. 9.3 If any terms or provisions of this agreement shall be found to be illegal or unenforceable then, notwithstanding, this agreement shall remain in full force and effect and such term or provision shall be deemed stricken. 9.4 No amendment of this agreement shall be effective unless it is in writing and signed by duly authorized representatives or both parties. No term or provision hereof shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to or waiver of a breach by the other, whether express or implied, shall not constitute a consent to, waiver of or excuse for any other, different or subsequent breach. 9.5 This agreement shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors and assigns of the parties hereto, but nothing in this paragraph shall be construed as a consent to any assignment of this agreement by either party except as provided hereinabove. 9.6 Timely payment is of the essence of this agreement. 9.7 This agreement may be signed in counterparts. c-scope Site License Page 5 Effective this _________ day of ________________________, 19_____. LICENSEE LICENSOR _______________________________ _______________________________ Authorized Representative Authorized Representative Typed name_____________________ Typed name_John W. Ross________ Title__________________________ Title_President________________ Address________________________ Address___JAYAR Systems________ _______________________________ _253 College Street, Suite 263_ _______________________________ _Toronto, Ontario______________ _______________________________ _CANADA M5T 1R5_______________ +------------------------------------------------------------------+ | Note - Fill out the following ONLY if you are making payment by | | credit card. You may also call (416) 751-3284 for credit | | card registrations. | | | | Master Card [ ] Visa [ ] Card Number ______ ______ _____ ______ | | | | Name on the Card (print) _______________________________________ | | | | Expires ____/____ | | Signature ___________________________________ | | | +------------------------------------------------------------------+ EXHIBIT 1 Licensed Program c-scope, Version 1.10 Base cost = $24.00 n Mulitplier = 10 x (1 - 0.9 ) (where n is the number of users) Exchange = 1.15 if payment in Canadian funds 1.00 if payment in U. S. funds LICENSE FEE = Base Cost x Multiplier x Exchange e.g., for a 5-user license, Base cost = $24.00 5 Multiplier = 10 x (1 - 0.9 ) = 4.10 LICENSE FEE = 24.00 x 4.10 = US$98.40 or = 24.00 x 4.10 x 1.15 = Cdn$113.16 The above price includes one copy of the Retail Version of c-scope. Licensee may make additional copies, up to the number of copies licensed. JAYAR Systems can supply multiple copies of the distribution diskettes at an additional cost of $5.00 per copy plus shipping and handling costs. JAYAR Systems can supply multiple copies of the printed User's Guide at an additional cost of $12.00 per copy plus shipping and handling costs.