SEMCAT Client License

Version 0.3

Allied Strategy, LLC ("Allied Strategy") is willing to license the software identified below to you only upon the condition that you accept all of the terms contained in this license agreement, non-disclosure agreement, and supplemental license terms (collectively "agreement"). Please read the agreement carefully.

By installing, utilizing, or analyzing this software, you accept the terms of the agreement. Indicate acceptance during installation by selecting the "I Accept" button at the bottom of the agreement. If you do not accept, please choose "Cancel" to terminate the installation.

Notice: SEMCAT Service Terms of Use

Use of the SEMCAT Service in conjunction with the SEMCAT Client software is additionally subject to the SEMCAT Service Terms of Use, which you may review prior to setting up your SEMCAT user account.

Notice: Third Party Software

Third party software installed with and/or used in conjunction with or as a part of this software may be subject to independent license agreements. The installer contains third party software "Mozilla Firefox" subject to the Mozilla Public License, and may contain software subject to other licensing terms. These third party agreements may change during automatic or user-initiated software update procedures. Meeting these terms is your responsibility.

Notice: "BETA" Software

It is expected that the user understand that the any software or service indicated as "BETA" is considered experimental and may contain more errors than standard production-grade software.

Notice: Anonymous Usage Statistics

SEMCAT collects anonymous usage statistics to better understand how agents use SEMCAT. These statistics never contain private client data.

Definitions

"Software" means the SEMCAT Client software in binary form, including, but not limited to, libraries, source files, header files, data files, any updates or maintenance fixes provided by Allied Strategy, and any user manuals, guides and other documentation provided to you by Allied Strategy under this Agreement.

"Software" does not include components of Mozilla Firefox used in this Software, nor does it include any other third party software.

License to Use

Subject to the terms and conditions of this Agreement, Allied Strategy grants you a non-exclusive, non-transferable, limited license to internally use the complete and unmodified Software for legally permissible purposes.

Proprietary Information

Software is confidential and copyrighted. Title to Software and all associated intellectual property rights is retained by Allied Strategy. YOU MAY NOT ATTEMPT TO MODIFY, TRANSLATE, REVERSE ENGINEER, DECOMPILE, DISASSEMBLE OR CREATE DERIVATIVE WORKS BASED ON THE SOFTWARE. Additionally, all Allied Strategy proprietary information is covered by the Non-Disclosure Agreement included by reference herein.

Software Updates from Allied Strategy

You acknowledge that features of the Software may automatically download, install, and execute applets, applications, software extensions, and updated versions of the Software from Allied Strategy ("Software Updates"), which may require you to accept updated terms and conditions for installation. If additional terms and conditions are not presented on installation, the Software Updates will be considered part of the Software and subject to the terms and conditions of the Agreement.

Software from Sources other than Allied Strategy

You acknowledge that, by your use of features of the Software and/or by requesting services that require use of the features of the Software, the Software may automatically download, install, and execute software applications from sources other than Allied Strategy ("Other Software"). Allied Strategy makes no representations of a relationship of any kind to licensors of Other Software. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL ALLIED STRATEGY OR ITS LICENSORS BE LIABLE FOR ANY LOST REVENUE, PROFIT OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE OTHER SOFTWARE, EVEN IF ALLIED STRATEGY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some states do not allow the exclusion of incidental or consequential damages, so some of the terms above may not be applicable to you.

Copyrights & Trademarks

No right, title or interest in or to any trademark, service mark, logo or trade name of Allied Strategy is granted under this Agreement. Allied Strategy does not claim any copyright or trademark relating to third party software that may be included with this product.

Disclaimer of Warranty

THIS SOFTWARE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. ALLIED STRATEGY, ITS AFFILIATES AND AGENTS DISCLAIM ALL WARRANTIES AND CONDITIONS, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. YOUR USE OF THIS SOFTWARE IS SOLELY AT YOUR RISK.

Indemnification

You agree to indemnify and hold Allied Strategy, its affiliates, officers, agents and other partners and employees, harmless from any claim, loss, liability or demand, including reasonable attorneys' fees, made by any third party in connection with your use or your agents' use of the Software, in any manner whatsoever.

Termination

In the event Allied Strategy believes you are violating any of the Terms, Allied Strategy may suspend or terminate your right to use the Software. Allied Strategy reserves the right to terminate your access to the Software at any time, for any reason, regardless of whether or not any notice is provided to you, without any liability to you or any third party.

This Agreement is effective until terminated. You may terminate this Agreement at any time by destroying all copies of the Software. This Agreement will terminate immediately without notice from Allied Strategy if you fail to comply with any provision of this Agreement. Upon Termination, you must destroy all copies of the Software.

General Information

This agreement shall be governed by and construed in accordance with the laws of the State of Missouri. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then such provision shall not affect the validity and enforceability of any remaining provisions. This is the entire agreement between the parties relating to the subject matter herein. Modification to this agreement can be made by Allied Strategy at any time, and electronic notice of the modification will be made on semcat.net or through the SEMCAT Software. Continuing use of the software after such notice comprises acceptance of any modifications.

Export Regulations

All Software and technical data delivered under this Agreement are subject to US export control laws and may be subject to export or import regulations in other countries. You agree to comply strictly with all such laws and regulations and acknowledge that you have the responsibility to obtain such licenses to export, re-export, or import as may be required after delivery to you.

U.S. Government Restricted Rights

If Software is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), then the Government's rights in Software and accompanying documentation will be only as set forth in this Agreement; this is in accordance with 48 CFR 227.7201 through 227.7202-4 (for Department of Defense (DOD) acquisitions) and with 48 CFR 2.101 and 12.212 (for non-DOD acquisitions).

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SEMCAT Non-Disclosure Agreement

It is anticipated that the use or analysis of the software and its associated services will furnish the User with certain information that is non-public in nature. In consideration of disclosure of this information, the user agrees as follows:

1. Definition: "Confidential Information" as used herein shall mean all information, documentation, and material disclosed to the user including Allied Strategy's processes, methods, trade secrets, inventions, ideas, experiments, investigations, computer programs, source code, analytical techniques, databases, statistics, customer lists, and financial and other confidential business information that may appear in association with the software.

2. Trade Secret Acknowledgment: The User acknowledges and agrees that the Confidential Information is proprietary to and a valuable trade secret of Allied Strategy and that any disclosure or unauthorized use thereof will cause irreparable harm and loss to Allied Strategy.

3. Treatment of Confidential Information: The User agrees to use the Confidential Information in confidence and agrees to the following specific obligations with respect thereto:

A. to use the Confidential Information only for the purposes of analyzing and negotiating with Allied Strategy;
B. not to disclose Confidential Information outside of the User and its financial and legal advisors who have a need to know such Confidential Information;
C. to return or destroy Confidential Information to Allied Strategy upon completion of all negotiations between the parties or a determination that the parties will not do business together or upon request from either party, whichever occurs first; and
D. to inform all of the relevant third parties of the existence of this Confidentiality Agreement.

4. Inapplicable Information: Confidential Information shall not apply to any disclosed information that is:

A. in the public domain at the time of disclosure to the User;
B. in the possession of the User as evidenced by its written records at the time of disclosure; or
C. although originally Confidential Information, comes into public domain through no fault of the User.

5. Governing Law: This Agreement shall be construed and enforced in accordance with the laws of the State of Missouri.

6. Terms of Non-Disclosure: this Agreement shall expire five (5) years after the date of the most recent software installation or update.

Integration

This Non-Disclosure Agreement is the entire agreement between you and Allied Strategy relating to its subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, representations and warranties and prevails over any conflicting or additional terms of any quote, order, acknowledgment, or other communication between the parties relating to its subject matter during the term of this Agreement. Modification to this agreement can be made by Allied Strategy at any time, and electronic notice of the modification will be made on semcat.net or through the SEMCAT Software. Continuing use of the software after such notice comprises acceptance of any modifications.