Mewsoft License Agreement

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY:

Parties to License
This license governs the use of any Mewsoft software products which, together with all associated documentation, additional modules and future modified versions are collectively and separately referred to in this license as the "Software". In this license, Mewsoft is referred to as "we" (or derivations thereof) and the party authorized to use all or any part of the Software is referred to as "you" (or derivations thereof).

License to use Software
Your use of the Software or your installation of the Software on any of your computers signifies your acceptance of the terms of this License. Your right to continue to use the Software is subject to your full compliance with all the provisions of this License. We grant to you a single, non-exclusive, non-transferable license to use one copy of the Software in accordance with the terms and conditions of this agreement. Any rights not expressly granted are reserved. You may install and use only one copy of the Software on one web site and on one web server. If such usage is for several different web sites or for different customers, even if all copies are located on the same web server, such usage is prohibited unless additional licenses are purchased. You may make a single copy of the Software solely for the purpose of back-up.

This License only grants a right to use the Software and no title passes to you with respect to the Software, the media it is delivered on or otherwise. You must not sell, transfer, assign, sublicense or otherwise deal with any of the rights granted under this License. You must not (a) reverse assemble, reverse compile, decode the Software or attempt to ascertain the source code by any means, to create derivative works by modifying the source code to include as part of another program that you either sell, give away, or otherwise distribute via any method, or modify the source code in a way that the Software looks and performs other functions that it was not designed to; (b) remove, change or bypass any copyright or Software protection statements embedded in the Software; or (c) provide bureau services or use the Software in or for any other company or other legal entity. You agree (a) the Software is a valuable asset of ours and is supplied to you on a restricted and confidential basis; (b) the Software will be kept secret and confidential by you at all times unless specifically authorized by us; (c) all copyright in the Software is retained and title to the copy of the Software which is delivered to you and to any copies, reproductions, adaptations, enhancements or translations made of the Software and interfaces with the Software is also retained by us and to the extent necessary you hereby assign intellectual property rights in same to us; (d) to reproduce and include the copyright notice and any other legend specified by us on any copies of the Software you make; (e) at all times to take reasonable steps to protect the Software from unauthorized access and use; (f) to give notice of any infringement of copyright or any of our rights which comes to your attention; and (g) before disposing of any media, to ensure any of the Software contained on it has been erased or destroyed.

Copyright Notice
Unless you have purchased a waiver from Mewsoft Corporation, you are prohibited from removing the "Powered by" notice that appears at the bottom of all pages printed by the software and the link to the mewsoft web site from the software. Under all circumstances, you are prohibited from removing any of the copyright notices from the software, whether contained in the program code or within the HTML pages that the program generates. You are specifically prohibited from altering or removing any of the copyright notices contained within the HTML pages generated by the program, including any "Powered by" notices, such that they are no longer visible to the human eye in normal usage on web pages generated by the software (e.g., using a white font for the copyright notice on a white background). Removal or alteration of said copyright notices by User such that they are no longer visible to the human eye in normal usage on web pages generated by the software shall constitute a material breach of this agreement. You agree that if you remove the "Powered by" notice or copyright notice without purchase or this waiver from mewsoft in violation of this section, Mewsoft Corporation shall have the option of assessing a monetary penalty against you for such violation in lieu of terminating your license to use the Software. Exercise of this option by Mewsoft Corporation shall in no way authorize you to continue such violation or limit the right of Mewsoft Corporation to terminate your license for subsequent violations.

Nondisclosure Agreement
 As additional consideration for the license granted to you under this agreement, and due to the proprietary and confidential nature of the Software and the valuable trade secrets of Mewsoft Corporation contained therein, you specifically agree not to disclose or divulge any information whatsoever about the Software or the related business practices of Mewsoft Corporation, or to post or print any reviews, ratings, comments, articles or other information of any kind about the Software or the related business practices of Mewsoft Corporation on or within any web sites, newsgroups, chat rooms, e-mail messages, newsletters, newspapers, magazines, or any other media of any kind, whether printed, electronic, or other formats either now known or hereafter developed, or to cause or direct any other individual, company, organization, or other entity to undertake the activities outlined above, without the prior express written consent of Mewsoft Corporation, if such reviews or comments are intended to slander Mewsoft Corporation or to harm its reputation for failure to accede to demands or requests by you that are outside the scope of the legal rights and obligations of the parties under this license agreement. You further stipulate that in the event that you (or any other individual, company, organization, or other entity that you cause or direct to engage in the activities outlined above) post any such reviews, ratings, comments, articles, or other information about the Software or the related business practices of Mewsoft Corporation that are, in the sole judgment of Mewsoft Corporation, intended to slander Mewsoft Corporation or to harm its reputation for failure to accede to demands or requests by you that are outside the scope of the legal rights and obligations of the parties under this license agreement, you shall automatically be liable to Mewsoft Corporation in the amount of $25,000 (U.S. Dollars) per incident, and that you shall pay Mewsoft Corporation $10,000 per day for each additional day that the review, rating, comment, article, or other communication remains displayed in any electronic, print, or other medium. The parties understand that these amounts are intended to compensate Mewsoft Corporation for its damages and thus constitute a remedy and not a penalty. In the event that you violate this section, you hereby agree to waive all rights to any judicial appeal of this section and this determination, and you hereby stipulate that a court of competent jurisdiction shall enter judgment against you in the relevant amounts as determined above. You further acknowledge and agree that this section shall in no way infringe upon the rights of Mewsoft Corporation to pursue other legal remedies against you or to collect other damages for additional causes of action, including but not limited to libel, defamation, tortious interference with business, fraud, theft, copyright infringement, trademark infringement, or other legal causes of action, and that this section shall be applicable and enforceable regardless of whether Mewsoft Corporation pursues any other such legal remedies, and regardless of the outcome of any such actions. 

EXPORT RESTRICTIONS
You agree that you will not export or re-export the SOFTWARE PRODUCT to any country, person, or entity subject to U.S. export restrictions. You specifically agree not to export or re-export the SOFTWARE PRODUCT: (i) to any country to which the U.S. has embargoed or restricted the export of goods or services, which as of March 1998 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 products back to such country; (ii) to any person or entity who you know or have reason to know will utilize the SOFTWARE PRODUCT or portion thereof in the design, development or production of nuclear, chemical or biological weapons; or (iii) to any person or entity who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government.

Discontinuance and Termination of License
This License will terminate immediately without further notice to you if you breach any provision of this License. On termination of this License you must destroy all copies, reproductions and translations of the Software and remove and destroy the Software from any work in which it has been modified or merged. You must give us reasonable proof of these actions and will certify in writing that you have done so. No refund or credit is given on termination of the License regardless of the reason for termination. The termination of this License will be without prejudice to any rights which we may have. Upon termination of this License by us for whatever cause, we are discharged and released from all obligations under this License. Your obligations specified in this License will survive the termination of this License and you must continue to comply with those obligations notwithstanding the termination.

Exclusion of warranties and liability
THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE NEITHER MAKE ANY WARRANTY NOR APPROVE THE MAKING OF ANY REPRESENTATION THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. YOU ARE RESPONSIBLE FOR ENSURING THAT THE SOFTWARE WILL SATISFY YOUR REQUIREMENTS.

REFUND POLICY
BY PURCHASING OR USING THE SOFTWARE PRODUCT, YOU ACKNOWLEDGE AND AGREE THAT THERE SHALL BE ABSOLUTELY NO REFUNDS FOR ANY REASON WHATSOEVER, INCLUDING FAILURE TO INSTALL THE PROGRAM, A CHANGE IN BUSINESS THE UNAVAILABILITY OF US FOR CUSTOMIZATIONS TO THE SOFTWARE PRODUCT, OR FOR ANY OTHER REASON. BY PURCHASING OR USING THE SOFTWARE PRODUCT, YOU ACKNOWLEDGE THAT YOU HAVE EXERCISED DUE DILIGENCE IN ASCERTAINING THAT THE SOFTWARE PRODUCT WILL WILL MEET YOUR NEEDS.

Freeware Version
This Software is distributed as freeware and commercial depending on the database capacity and limits allowed. The freeware database capacity is limited to a small number as explained on Mewsoft website which is the number of items in running version database. The database capacity bigger than the freeware or personal version depends on the commercial licenses bought from Mewsoft or its official resellers. Use of this Software with database capacity bigger than the freeware or personal version without buying a license from Mewsoft or its official resellers is in violation of U.S. and international copyright laws. Please check Mewsoft website http://www.mewsoft.com for more information about licensing.

Distribution
Provided that you are distributing the version that is limited in its database capacity to the freeware or personal edition as explained on Mewsoft website at http://www.mewsoft.com (select About from the Admin center to check) you are hereby granted permission to duplicate and distribute the program; give exact copies of the original Product version to anyone; and distribute the software and documentation in its unmodified form via electronic means. There is no charge for any of the above.
You are specifically prohibited from charging, or requesting donations, for any such copies, however made; from distributing the software and/or documentation with other products (commercial or otherwise) without prior written permission.

Additional Terms
Nothing in this License entitles you to maintenance, Software upgrades or services of any kind. You agree that this is the complete and exclusive statement of the agreement between you and us and that it supersedes all proposals or prior agreements, oral or written, and all other communications between all parties relating to the subject matter of this License. This License is made in accordance with, and is subject to, the laws of State of Tennessee.