License Agreement

1. License Grant. "JOIN Software" is the binary version of Licensor's software that configures workstations on a network. JOIN functions as two separate programs, a "JOIN Client" and a "JOIN Server," which operate cooperatively. JOIN distributes IP addresses, facilitates the mounting of shared file systems, and enables access to shared printers on TCP/IP networks. "JOIN Client" is the JOIN Software that runs on a workstation that is to be configured. Through the JOIN Client, the workstation will obtain configuration information from the server and configure itself appropriately. The JOIN Client software communicates identification information to the JOIN Server that will identify the workstation. "JOIN Server" is the portion of the software that configures workstations and enables the administration of network policies for workstations on a network (assigns network addresses, etc.); it operates on a network server. Licensor hereby grants to you, and you accept, a nonexclusive license to use the JOIN Software, in machine- readable, object code form only, and the accompanying Documentation, only as authorized in this License Agreement. The JOIN Client may be installed only on the number of workstations for which you have licensed and paid for copies of the JOIN Client; or in the event of the inoperability of any one of such workstations, on a single backup workstation selected by you. The JOIN Server may be installed only on a single workstation acting as a server; or in the event of the inoperability of such server, on a backup server selected by you. Use on more than the number of workstations for which you have licensed and paid for copies, without separate authorization and the payment of additional license fees, is not permitted. You agree that you will not assign, sublicense, transfer, pledge, lease, rent, or share your rights under this License Agreement without Licensor's prior consent. You agree that you may not reverse assemble, reverse compile, or otherwise translate the Software. Upon loading the JOIN Software onto your authorized workstations and servers, as applicable, you may retain the JOIN Software media for backup purposes. In addition, you may make one copy of the JOIN Software for the purpose of backup in the event the original media is damaged or destroyed. You may make one copy of the Documentation for backup purposes. Any such copies of the JOIN Software or the Documentation shall include Licensor's copyright and other proprietary notices. Except as authorized herein, no copies of the JOIN Software or any portions thereof may be made by you or any person under your authority or control.
2. Licensor's Rights. You acknowledge and agree that the JOIN Software and the Documentation are proprietary products of Licensor protected under copyright law. You further acknowledge and agree that all right, title, and interest in and to the JOIN Software, including associated intellectual property rights, are and shall remain with Licensor. This License Agreement does not convey to you an interest in or to the JOIN Software, but only a limited right of use revocable in accordance with the terms of this License Agreement.
3. License Fees. The license fees paid by you are paid in consideration of the licenses granted under this License Agreement.
4. Term. This License Agreement is effective upon your first use of the JOIN Software and shall continue until terminated. You may terminate this License Agreement at any time by erasing the JOIN Software and all copies on your computer and notifying Competitive Automation. Licensor may terminate this License Agreement upon the breach by you of any provision herein. Upon such termination by Licensor, you agree to return to Licensor the JOIN Software and all copies and portions thereof.
5. Limited Warranty. Licensor warrants, for your benefit alone, for a period of ninety (90) days from the date of commencement of this License Agreement (referred to as the "Warranty Period") that (i) the JOIN Software media is free from defects in material and workmanship and (ii) the JOIN Software shall operate substantially in accordance with the functional specifications in the Documentation. During the Warranty Period, Licensor will provide a workaround or correct any errors in the JOIN Software. For purposes of this Agreement, an "error" is any nonconformity in the JOIN Software that causes it not to operate substantially in accordance with the functional specifications in the Documentation. If a workaround or error correction is not feasible, at Licensor's election, Licensor may authorize you to return the JOIN Software to Licensor for refund of amounts paid by you under this License Agreement. You agree that the foregoing constitutes your sole and exclusive remedy for breach by Licensor of any warranties made under this Agreement. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH ABOVE, LICENSOR DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF THIRD-PARTY RIGHTS.
6. Limitation of Liability. In no event will Competitive Automation be liable to you or any other party, including JOIN resellers, for damages including but not limited to incidental, consequential, special, or exemplary damages or lost profits, even if Licensor has been advised of the possibility of such damages. SOME STATES DO NOT ALLOW A LIMITATION ON HOW LONG AN IMPLIED WARRANTY MAY LAST OR EXCLUSION OF IMPLIED WARRANTIES OR LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
7. Trademark. "JOIN" is a trademark of Licensor. No right, license, or interest to such trademark is granted hereunder, and you agree that no such right, license, or interest shall be asserted by you with respect to such trademark.
8. Governing Law. This License Agreement shall be construed and governed in accordance with the laws of the State of California.
9. Costs of Litigation. If any action is brought by either party to this License Agreement against the other party regarding the subject matter hereof, the prevailing party shall be entitled to recover, in addition to any other relief granted, reasonable attorney fees and expenses of litigation.
10. Severability. Should any term of this License Agreement be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof.
11. No Waiver. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.