Cortona SDK 4.1

EULA - End User License Agreement

PARALLELGRAPHICS LIMITED END-USER EVALUATION LICENSE AGREEMENT
IMPORTANT - READ CAREFULLY: This License Agreement (the Agreement)
is a legal agreement between you (either an individual or a single entity) and ParallelGraphics Limited for the demo version of ParallelGraphics Cortona software development kit 4.1 (the SDK).
By installing, copying or otherwise using the SDK, you agree to be bound by the terms and conditions of this Agreement. If you do not agree to the terms and conditions of this Agreement, do not install, copy or otherwise use the SDK.

THIS AGREEMENT is made BETWEEN PARALLELGRAPHICS LIMITED, a limited liability company
incorporated in Ireland with registered number 317972, and whose registered office is at
142 Townsend Street, Dublin 2, Ireland (the Licensor) and you (the Licensee).

WHEREAS:
The Licensor is empowered, and has agreed to grant the Licensee
a non-exclusive, non-transferable limited licence to use
the SDK in accordance with the terms and conditions of this Agreement.

NOW THIS AGREEMENT WITNESSETH that, in consideration of the mutual covenants provided for, the
parties hereto respectively covenant with each other as follows:

1 Interpretation
1.1 Definitions
In this Agreement unless the context otherwise requires:

'Documentation' means the technical manuals, user guides and other information which is being
made available by the Licensor to the Licensee in either printed or machine readable form;
'Effective Date' means the date that the Licensee first installs, copies or otherwise uses in
any way, the SDK.
'Use' shall mean the right of the Licensee for evaluation purposes only and for a period of
thirty (30) days only from the Effective Date, to:
i. Design, develop and test sample products and/or applications using the SDK;
ii. Access the SDK and to query, display and manipulate the data contained therein;
iii. Produce hard copy printed output of data from the SDK for reports and notes which are to be
used only for reference purposes in connection with its own internal business, and which may
not be published or supplied to any third party;
iv. Combine data from the SDK with other data held by the Licensee;
v. Make one back up copy of the SDK.
PROVIDED THAT the Licensee shall:
- Only develop sample products and/or applications for its on internal purposes;
- Include such copyright or other proprietary notices as may be notified to the Licensee by
the Licensor from time to time in any such products and/or applications;
- Not expose any underlying programming interfaces of the SDK to any third parties.
- Not at any time distribute, sell, rent, lease, supply or otherwise make available the SDK or
any sample products and/or applications that the Licensee develops, to any third parties.
1.2 Further Provisions
In this Agreement and the Schedules hereto:-
1.2.1 Any reference to any statute or statutory provision shall be construed as including a
reference to that statute or statutory provision as amended, extended or re-enacted prior to
the date hereof and all statutory instruments, regulations or orders made pursuant thereto.
1.2.2 Reference to the singular includes reference to the plural and vice versa and reference
to the masculine gender includes reference to the feminine and neuter genders and vice versa.
1.2.3 Unless the context clearly otherwise requires, reference to any clause, sub-clause,
paragraph, recital, or Schedule is to a clause, sub-clause, paragraph, recital, or Schedule
(as the case may be) of or to this Agreement.
1.2.4 Words such as hereunder, hereto, hereof and herein and other words commencing
with here shall unless the context clearly indicates to the contrary refer to the whole of
this Agreement and not to any particular section or clause hereof.
1.2.5 Reference to persons includes reference to bodies corporate, unincorporated associations,
firms and partnerships.

2 Grant of licence
2.1 The Licensor hereby grants to the Licensee a non-exclusive, non-transferable,
limited licence to Use the SDK.
2.2 The Licensee hereby acknowledges that the Licensor shall not (and shall not be obliged to)
provide any maintenance or support services in respect of the SDK. In the event that the
Licensee wishes to obtain maintenance and support in respect of the SDK, the Licensor may at
its sole discretion provide such maintenance and support on such terms and conditions as it
may deem appropriate.

3 Property and confidentiality in the SDK
3.1 The SDK and the Documentation contain confidential information of the Licensor and all
copyright, confidential information, patents, design rights, trade marks and all other
intellectual property rights of whatsoever nature in and to the SDK and the Documentation are
and shall remain the sole and exclusive property of the Licensor.
3.2 Nothing in this Agreement shall confer any rights in any tradename, business name or
trademark of the Licensor on the Licensee. The provisions of this clause shall continue to
operate after the termination of this Agreement.
3.3 Save as otherwise expressly set out herein or as otherwise expressly permitted by law, the
Licensee shall not:
3.3.1 Make any translation, adaptation, arrangement and any other alteration of the SDK and/or
the Documentation or make any reproduction, distribution, communication, display or performance
to the public of the results of such acts;
3.3.2 Adapt or reverse compile the whole or any part of the SDK and/or the Documentation;
3.3.3 Assign, transfer, sell, lease, rent, charge or otherwise deal in or encumber the SDK
and/or the Documentation or Use the SDK and/or the Documentation on behalf of any third party,
or make available the same to any third party without the prior written consent of the
Licensor; or
3.3.4 Remove or alter any copyright or other proprietary notice from the SDK and/or the
Documentation;
3.4 The Licensee shall:-
3.4.1 Reproduce in any copy (whether in machine readable or human readable form) of the SDK
and/or the Documentation the copyright and trademark notices of the Licensor as may be notified
by the Licensor from to time;
3.4.2 Not by itself or with others participate in any illegal, deceptive, misleading or
unethical practices including, but not limited to, disparagement of the SDK or the Licensor
or other practices which may be detrimental to the SDK or the Licensor;
3.4.3 Notify the Licensor immediately if the Licensee becomes aware of any unauthorised use
of the whole or any part of SDK and/or the Documentation by any third party;
3.4.4 Without prejudice to the foregoing take all such other steps as shall from time to time
be necessary to protect the confidential information and intellectual property rights of the
Licensor in SDK and/or the Documentation; and

4 Warranty
4.1 Subject to the limitations upon its liability in clause 5 below, the Licensor warrants
that its title to and property in the SDK and the Documentation is free and unencumbered and
that it has the right power and authority to license the same upon the terms and conditions of
this Agreement.
4.2 Without prejudice to the foregoing, the Licensor does not warrant that the Use of the SDK
and/or the Documentation will meet the Licensee's requirements, or that the operation of the
SDK and (including where in machine-readable form) the Documentation will be uninterrupted or
error free.
4.3 The Licensor does not warrant the accuracy or completeness of the data contained in the SDK
and/or the Documentation.
4.4 Subject to the foregoing all conditions, warranties, terms and undertakings express or
implied statutory or otherwise in respect of the SDK and/or the Documentation are hereby
excluded to the greatest extent permissible by applicable law.

5 Limitation of liability
5.1 The following provisions set out the Licensor's entire liability (including any liability
for the acts and omissions of its employees, agents and sub-contractors) to the Licensee in
respect of:
5.1.1 any breach of its contractual obligations arising under this Agreement; and
5.1.2 any representation statement or tortious act or omission including negligence arising
under or in connection with this Agreement

AND THE LICENSEE'S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF THIS CLAUSE 5.

5.2 Any act or omission on the part of the Licensor or its employees agents or sub-contractors
falling within clause 5.1 above shall for the purposes of this clause 5 be known as an
Event of Default.
5.3 The Licensor's liability to the Licensee for death or injury resulting from its own
negligence or that of its employees, agents, or sub-contractors shall not be limited.
5.4 Subject to the limits set out in clause 5.5 below, the Licensor shall accept liability to
the Licensee in respect of damage to the tangible property of the Licensee resulting from the
negligence of the Licensor or its employees agents or sub-contractors.
5.5 Subject to the provisions of clause 5.3 above the Licensor's entire liability in respect of
any Event of Default shall be limited to damages of an amount equal to the amount of the fees
paid by the Licensee to the Licensor.
5.6 Subject to clause 5.3 above, the Licensor shall not be liable to the Licensee in respect of
any Event of Default for loss of data, information, profits or goodwill (whether such loss is
direct or indirect) or any type of special indirect or consequential loss (including loss or
damage suffered by the Licensee as a result of an action brought by a third party) even if such
loss was reasonably foreseeable or the Licensor had been advised of the possibility of the
Licensee incurring the same.
5.7 If a number of Events of Default give rise substantially to the same loss then they shall
be regarded as giving rise to only one claim under this Agreement.
5.8 Nothing in this clause shall confer any right or remedy upon the Licensee to which it would
not otherwise be legally entitled.

6 Indemnities
6.1 The Licensee shall indemnify the Licensor, and keep the Licensor fully and effectively
indemnified on demand from and against any and all losses, claims, damages, costs, charges,
expenses, liabilities, demands, proceedings and actions which the Licensor may sustain or
incur, or which may be brought or established against the Licensor by any person, which in
any case arise out of or in relation to, or by reason of:
6.1.1 any breach by the Licensee of its obligations under this Agreement;
6.1.2 any unauthorised action or omission of the Licensee or its employees or staff;
6.1.3 any alteration, modification, adjustment or enhancement made by the Licensee to the SDK
and/or the Documentation; or
6.1.4 any combination, connection, operation or use of the SDK and/or the Documentation with
any other equipment, software or documentation not supplied by the Licensor.

7. Risk in the SDK
7.1 Risk in the SDK will pass to the Licensee upon the delivery. If subsequently the SDK is
(in whole or in part) destroyed damaged or lost the Licensor will upon request replace the
same subject to the Licensee paying its then prevailing charges.

8 Duration and Termination
8.1 This Agreement shall commence on the Effective Date and shall continue for a period
of thirty (30) days unless previously terminated in accordance with this Clause 8. This
Agreement may be terminated forthwith by the Licensor:
8.1.1 if the Licensee fails to perform any obligation under this Agreement; or
8.1.2 if the Licensee enters into liquidation, whether compulsory or voluntary;
8.1.3 if the Licensee purports to assign the burden or benefit or mortgage or charge the
benefits of this Agreement or otherwise dispose of any rights hereunder without the prior
written consent of the Licensor.
8.2 Within fifteen (15) days of the termination of this Agreement, the Licensee shall at its
own expense and at the Licensor's sole option either return all copies of the SDK and/or the
Documentation and all supporting documentation in its possession or control, or, shall destroy
all copies of the SDK and/or the Documentation and all supporting documentation in its
possession or control and a duly authorised officer of the Licensee shall certify in writing
to the Licensor that the Licensee has complied with its obligation as aforesaid.

9 Waiver
9.1 The waiver by either party of a breach or default of any of the provisions of this
Agreement by the other party shall not be construed as a waiver of any succeeding breach
of the same or other provisions nor shall any delay or omission on the part of either party
to exercise or avail itself of any right power or privilege that it has or may have hereunder
operate as a waiver of any breach or default by the other party.

10 Notices
10.1 Any notice request instruction or other document to be given hereunder shall be delivered
or sent by post or by facsimile transmission (such facsimile transmission notice to be
confirmed by letter posted within twelve (12) hours) to the address or to the facsimile number
of the other party set out in this Agreement (or such other address or numbers as may have
been notified) and any such notice or other document shall be deemed to have been served
(if delivered) at the time of delivery (if sent by post) upon the expiration of forty-eight (48)
hours after posting and (if sent by facsimile transmission) upon the expiration of twelve (12)
hours after dispatch. Notices to the Licensor: Facsimile Number +353 (1) 675 1401,
Email: Sales@parallelgraphics.com.

11 Invalidity and severability
11.1 If any provision of this Agreement shall be found by any court or administrative body of
competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of
such provision shall not affect the other provisions of this Agreement and all provisions not
affected by such invalidity or unenforceability shall remain in full force and effect.
The parties hereby agree to attempt to substitute for any invalid or unenforceable provision
a valid or enforceable provision, which achieves to the greatest extent possible the economic
legal and commercial objectives of the invalid or unenforceable provision.

12 Entire Agreement
12.1 The Licensor shall not be liable to the Licensee for loss arising from or in connection
with any representations, agreements, statements or undertakings made prior to the date of
execution of this Agreement other than those representations, agreements, statements or
undertakings confirmed by a duly authorised representative of the Licensor in writing or
expressly incorporated or referred to in this Agreement.

13 Successors
13.1 This Agreement shall be binding upon and enure for the benefit of the successors in title
of the parties hereto.

14 Assignment
14.1 The Licensee shall not be entitled to assign or otherwise transfer this Agreement nor
any of its rights or obligations hereunder without the prior written consent of the Licensor.
14.2 The Licensor shall be entitled to assign or transfer this Agreement or any of its rights
or obligations hereunder at its sole discretion.

15 Headings
15.1 Headings to clauses in this Agreement are for the purpose of information and
identification only and shall not be construed as forming part of this Agreement.

16 Law
16.1 This Agreement shall be governed by and construed in accordance with the laws of Ireland
and the parties hereto agree to submit to the non-exclusive jurisdiction of the courts of
Ireland.