SOFTWARE LICENSE AGREEMENT

CLAUSES


1.- DEFINITIONS
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CLIENT or ORGANIZATION: the natural person or legal person
acquiring the present license.

PERSONAL DATA: information provided by the CLIENT identifying such CLIENT, for instance, the name, e-mail address or turnover information, or any other personal data of the sort that the ASSIGNER might reasonably associate to such information.

LICENCE: the present license to use and reproduce WIRIS (indistinctively referred to as the Agreement.

LOPD: Spanish Personal Data Information Legislation (Ley Orgnica 15/1999, de 13 de diciembre, de Proteccin de Datos de Carcter Personal).

MATHS FOR MORE: MATHS FOR MORE, S.L., holding Tax Identification Code B-62019716, and with registration data provided in the foot. Indistinctively referred to as the ASSIGNER. Likewise, MATHS FOR MORE may be referred to as we or ours.

REPRESENTATIVE: the natural person subscribing the present contract, expressly declaring to have sufficient legal capacity and authorization of the CLIENT to act in the CLIENTs name and representation in the present contract.

USER or USERS: Natural person (authorized by the CLIENT in the event the CLIENT is a legal person) to use WIRIS in the terms provided under clause 3, abiding to the content of the present LICENSE.
WIRIS: computer software WIRIS DESKTOP used for mathematical calculations, object of the present LICENSE, ownership of MATHS FOR MORE.


2.- OBJECT
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The object of the present Agreement is to regulate the terms and conditions under which ASSIGNER grants the CLIENT a license to use and reproduce WIRIS.


3.- NATURE AND EXTENT OF THE LICENSE
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Subject to the terms and conditions of this Agreement, ASSIGNER grants the CLIENT a worldwide, non-exclusive, non-transferable, non-sublicenseable, limited license to use and reproduce WIRIS.

LICENSE shall be used exclusively by the CLIENT or USER authorized by the ORGANIZATION, therefore, CLIENT shall be liable for the confidentiality of the WIRIS activation password which shall be provided by ASSIGNER, together with the activities executed with WIRIS.

In this sense, the CLIENT has opted to acquire one of the following LICENSES, which shall be determined by the price effectively paid for such LICENSE.

* INDIVIDUAL LICENCE: one sole USER shall be authorized to use WIRIS. However, such USER may install WIRIS in any number of platforms or PCs he shall require for his own personal use, in the understanding that such use shall not be simultaneous in more than one of these platforms or PCs. Hence, USER shall notify ASSIGNEE by e-mail any such additional installation of [introduce number], to the following e-mail address [@...]. The use and reproduction shall be executed in one sole PC at a time.

The right of reproduction of WIRIS SOFTWARE shall exclusively have educational purposes. Any use different from that stipulated in the present clause shall be considered a severe violation of the present LICENSE.

* EDUCATIONAL INSTITUTION LICENCE: the LICENSE shall extend to those students officially enrolled in the ORGANIZATION as well as to those professors or educational staff integrating the labour staff of the ORGANIZATION appointed by the CLIENT. USERS may install WIRIS in platforms or PCs to use outside school working hours and/or outside the working site of the ORGANIZATION. The ORGANIZATION shall notify ASSIGNER on a yearly basis of the total number of USERS in the ORGANIZATION that are effectively using WIRIS.

This LICENSE sole purpose is to allow you to use WIRIS in compliance with the terms and conditions of the present LICENSE.


4.- TERM
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The term of the present LICENSE shall be undefined and shall take effect as of the date of the acceptance of the terms and conditions described in the LICENSE. The present LICENSE shall terminate automatically at the moment of expiration of the term, unless prior notice from ASSIGNER requesting the prolongation of the LICENSE.

You expressly authorize ASSIGNER to incorporate to WIRIS the appropriate mechanisms to ensure a normal use of WIRIS and that the LICENSE is used for a term no longer than the one stipulated under the present LICENSE.


5 .- CONTENT AND REQUISITES
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The minimum technical requisites necessary for the functioning of WIRIS are:

a) Hardware platform:
(i)   Pentium II 600 Mhz
(ii)  64 Mb RAM
(iii) SVGA Card 32 Mb

b) Operating systems:
(i)   Windows Vista
(ii)  Windows XP
(iii) Windows 2000
(iv)  Windows Millenium
(v)   Windows 98 SE
(vi)  Linux

In addition to the provisions under Clause 12, MATHS FOR MORE shall not be liable for the malfunction of the software resulting from the failure to comply with such technical specifications.


6.- TEST VERSION
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In the event you have downloaded a test version with identical technical characteristics as those of WIRIS Desktop software for a limited period of thirty (30) days, at the end of such term, the software shall be disabled and therefore unexecutable.

Notwithstanding the abovementioned, you may proceed to pay the LICENSE in such term, hence receiving a legal and valid activation code. Once such code is introduced, the license shall have a undefined term and shall be subject to the obligations provided under the present LICENSE Agreement.


7.- NON-COMPETITION CLAUSE
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In the event the CLIENT is an educational institution, it shall not compete with the ASSIGNER or help third parties to compete against ASSIGNER in the territory where the ORGANIZATION is located nor any other territory. In particular, the CLIENT shall not, directly or indirectly, produce, sell or distribute identical or similar products as those object of the present LICENSE, and shall not have interest in any activity that competes with ASSIGNERs commercial activities.


In view of the commercial interest of the company, the Parties expressly declare that the inclusion of the non-competition clause is compensated by the price paid for the LICENSE, price which has been decided taking into consideration the existence of said clause. The non-competition agreement shall be applicable during the validity of the present LICENSE and for an additional term of one (1) year after its termination.


8.- CONFIDENTIALITY
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The CLIENT shall consider confidential under all circumstances any LICENSE product-related information received by the CLIENT or information regarding the fulfilment of the obligations provided under the present Agreement, and shall take any necessary measures to maintain under the most strict confidentiality and secrecy the referred information, expressly prohibiting the disclosure of any information and knowledge related to the granted License.  The CLIENT shall not assign, transfer, sell, communicate, grant, disclose, or give any information to a third party without prior written consent of the ASSIGNER and shall take any necessary measures to ensure that non of his directives, employees or staff under his control or any contractor, disclose any such information. The stipulations of the present clause shall remain valid being binding for the Parties, as well as for its executives and employees, independently from the termination or expiration of the present Agreement.

Likewise, the ASSIGNER shall maintain the most strict confidentiality and secrecy regarding any information provided by the CLIENT in the same terms as those provided under the present clause, as long as such information is not disclosed to the public or has been obtained by the ASSIGNER without infringing the obligation of confidentiality.


9.- INTELLECTUAL OR INDUSTRIAL PROPERTY RIGHTS
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You hereby acknowledge and agree that the ASSIGNER owns and retains all title and interest to WIRIS, including but not limited to any intellectual or industrial property rights, and that these rights are protected by Law. Hence, you accept and undertake not to copy, reproduce, alter, modify or create any sort of WIRIS derived work.

The CLIENT shall use the software appropriately under the terms and conditions of the present Agreement. It is expressly prohibited to directly or indirectly, disassemble, decrypt, decompile or derive source code from software, or otherwise attempt to reverse engineer the design and function of WIRIS.

The Parties shall not be entitled to assign this Agreement or any rights and/or obligations derived from it without the prior written agreement of the other party.

The present LICENSE Agreement shall not be construed, under any circumstances, as an assignment, or otherwise transfer of any intellectual or industrial property rights in favour of the CLIENT, who may use these solely and exclusively to meet the required obligations or undertakings provided under the present LICENSE Agreement, and to comply with ASSIGNERs instructions, recommendations and specifications brought out in any given moment to the CLIENT.  Moreover, the CLIENT undertakes to scrupulously abide by title and ownership of the referred rights and to inform the ASSIGNER in written notice of any breach or intention of breach of these rights upon knowledge of such information.

In the event that any person (physical or legal)  requests ASSIGNER to use any intellectual or industrial property rights ownership of the ASSIGNER or the CLIENT intends to use these, including WIRIS interface photographs, as well as any users guide or any other publicity or promotion of the sort incorporating elements of such intellectual or industrial property rights, the CLIENT shall obtain ASSIGNERs prior written consent, which shall be granted or not case by case and in accordance with ASSIGNERs own discretion.

The ASSIGNER shall initiate any judicial or analogous measures or actions which deems appropriate against any party that infringes or is likely to be infringing intellectual or industrial property rights inherent to the present LICENSE or that represent unfair competition against the same. The CLIENT agrees to fully cooperate and to act diligently in order for the ASSIGNER to execute the referred measures and/or actions.


10.- RESOLUTION
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The breach of the terms and conditions provided under the present LICENSE by the CLIENT shall automatically result in the resolution of the same, not being necessary a prior notification or request by the ASSIGNER.

In the event the LICENSE is revoked as a consequence of CLIENTs breach of the terms or conditions of the present Agreement, the CLIENT undertakes to eliminate from computers and storage devices of the CLIENT any files or components of the software object of the present LICENSE, and to destroy any security copy or any copy of any part of the licensed software under the CLIENTs possession.


11.- ACCEPTANCE
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Use of WIRIS is subject to the acceptance and fulfilment of the terms and conditions provided under the present Agreement. Installation of the software or partial or total payment of the LICENSE shall result in the full acceptance of the terms provided under the present LICENSE Agreement. Moreover, acceptance of the present Agreement shall be effective by selecting the I AGREE button appearing in the present web page. By clicking the I AGREE button you acknowledge the validity and enforceable nature of such form of acceptance (point-and-click acceptance).

In the event you are not the REPRESENTATIVE, abstain from accepting the present terms and from installing the referred software.


12 .- LIABILITY AND WARRANTS
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Subject to the compliance with the minimum specifications described in the present LICENSE and to the CLIENTs software normal functionality regarding its interaction with WIRIS (which shall include the obtaining of valid and legal licenses from the owner of the intellectual and/or industrial property exploitation rights related to the same), the Assigner guarantees the substantial use of the software object of the present Agreement. Notwithstanding the abovementioned, ASSIGNER shall provide the WIRIS software on an as is basis, without warranty of any kind, either implied or presumed, including merchantability or fitness for a particular purpose, with exception of those described expressly under this Agreement, and shall not be liable for any malfunction of the same.

In this sense, ASSIGNER shall not be liable for the malfunction of the licensed software resulting from problems arising from external components or from the compatibility of the same, including incompatibility of software and hardware elements and, in general, any problem caused by force majeure and/or arising from third parties actions, as long as the ASSIGNER has not contributed to any such malfunction caused by his sole negligence.

In any case, ASSIGNER shall not be liable for any indirect, consequential damages or for loss of profit however caused, arising out or related to the use of or inability to use WIRIS.

Moreover, the full liability arising from the present Agreement shall be limited to the aggregated sum of the quantities perceived by the ASSIGNER under the present LICENSE.

Under no circumstances shall the ASSIGNER be liable for any effect or direct or indirect consequence related with the specific use given by the USERS to the software or the impossibility to use WIRIS, as well as for any third party actions or claims arising out from the incorrect use of the software.


13.- SEVERABILITY
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If any provision within this LICENSE, or its application to specific circumstances, is deemed or declared, invalid, void or unenforceable to any extent, the same will not impair any of the other provisions, which shall be enforced in accordance with their respective terms.

The ASSIGNER shall estipulate (in good faith) and notify the new clause to the CLIENT, Such provision shall substitute the provision declared invalid, void or unenforceable, in terms the more similar as possible to the original provision, as long as it is valid, effective and enforceable, and shall preserve, as far as possible, the intentions expressed in this Agreement.


14.- NOTIFICATIONS
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Any notifications, requests, petitions, or other communications in connection with the present LICENSE shall be addressed to the address indicated in the foot. Any party may change the address to which subsequent notices are to be sent to, by prior written notice.

Notifications may be executed by any means admitted in law that provide evidence of the receipt of such notification.


15.- PERSONAL DATA
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In the event PERSONAL DATA is provided by the CLIENT, MATHS FOR MORE agrees to abide by applicable personal data protection laws.

In this sense, in compliance with the provisions under LOPD, you are informed that your PERSONAL DATA shall be incorporated into an automated file ownership of the ASSIGNER, which shall exclusively be used to meet the terms and conditions provided under the present LICENSE.

The CLIENT and the USERS may exercise their cancelation, rectification and opposition rights in accordance with LOPD.

MATHS FOR MORE leaves at your disposition its personal data protection policy in the privacy policy section, which you may find in the web page of the CLIENT, that you declare to acknowledge and accept.


16.- JURISDICTION AND ARBITRATION
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The present LICENSE Agreement shall be governed by its own stipulations and the laws of the Kingdom of Spain.

The Parties undertake to resolve amicably any controversy or claim arising out of the present Agreement. In the event an amicable solution is not possible, and unless express agreement provided under any of the clauses of the present Agreement, the Parties agree that any dispute or controversy in relation to or in connection with this Agreement shall be resolved by the courts of the city of Barcelona, with express waiver to any jurisdiction that may correspond to the Parties.


Maths for More S.L.  VAT: ESB62019716
Registro Mercantil de Barcelona, Folio 108, Tomo 31935, Hoja N 201155
www.mathsformore.com
