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Software License Agreement for Trax Software Products
<br />nFocus Software, Inc., a dba far SWMG Productions, Inc. ("n Focus" or "Licensor'), a Texas corporation, having a
<br />Principal Place Of Business at 6245 N. 24`" Parkway, Suite 100, Phoenix, AZ 85016 and Santa Ana PAL
<br />("Licensee"), having a Principal Place Of Business at 2627 W. McFadden Ave. Santa Ana. CA. 92702, hereby enter
<br />into this End User License Agreement ("Agreement). For good and valuable consideration, the parties agree as
<br />follows:
<br />Section 1.0 SCOPE
<br />Licensor will provide proprietary software or other electronic products ("Products") containing embedded or pre-
<br />loaded proprietary software to Licensee. All such software that is owned by Licensor is referred to as "Software'
<br />Product and Software documentation that specifies technical and performance features and capabilities, and the
<br />userloperatioNtraining manuals for the Software (including all physical or electronic media upon which this
<br />information is provided) are collectively referred to as "Documentation:' This Agreement contains the terms and
<br />conditions pursuant to which Licensor will license, and Licensee may use, the Software and Documentation.
<br />Section 2.0 GRANT OF LICENSE
<br />Licensor hereby grants to Licensee a personal, non-transferable (except as permitted in Section 8 below), limited,
<br />and non-exclusive license under Licensor's applicable proprietary rights to use the Software (see Annex A -
<br />Maintenance and Support Agreement) and related Documentation for the purposes for which they were designed and
<br />in accordance with the terms and conditions of this Agreement. The license granted authorizes Licensee to use the
<br />Software only in object code format and does not grant any rights to source code.
<br />Section 3.0 LIMITATIONS ON USE
<br />3.1 Licensee may use the Software only for Licensee's internal business purposes and only in accordance with the
<br />Documentation. Any other use of the Software is strictly prohibited. Licensee may not, for any reason, modify,
<br />disassemble, peel components, decompile, otherwise reverse engineer or attempt to reverse engineer, derive
<br />source code, create derivative works from, adapt, translate, merge with other software, copy, reproduce,
<br />distribute or export any Software or permit or encourage any third party to do so, except that Licensee may make
<br />one (1) copy of Software provided by Licensor to be used solely for archival, back-up or disaster recovery
<br />purposes. Licensee must reproduce all copyright and trademark notices on all copies of the Software and
<br />Documentation.
<br />3.2 Licensee may not copy onto or transfer Software installed in one Product device onto another device.
<br />Notwithstanding the preceding sentence, Licensee may temporarily transfer Software installed on one device
<br />onto another if the original device is inoperable or malfunctioning, provided that Licensee provides written notice
<br />to Licensor of such temporary transfer and such temporary transfer is discontinued when the original device is
<br />returned to operation. Upon Licensor's written request, Licensee must provide to Licensor a written list (including,
<br />but not limited to serial numbers, as applicable) of all Product devices in which the Software is installed and
<br />being used by Licensee.
<br />3.3 Concerning Licensor's installation of Products or Software on client owned and operated equipment, Licensee
<br />must purchase a copy for each server on which Licensee installs Products or Software. Licensee's use of
<br />Products or Software on an authorized server does not entitle Licensee to use or access the Products or
<br />Software on additional, non-licensed servers. Upon Licensor's written request, Licensee must provide to Licensor
<br />a written list of all servers where Licensee installs or intends to install Products or Software.
<br />Section 4.0 OWNERSHIP AND TITLE
<br />Title to all copies of Software will not pass to Licensee at any time, but remains vested exclusively in Licensor.
<br />Licensor owns and retains all of its proprietary rights in any form concerning the Software and Documentation,
<br />including all rights in patents, patent applications, inventions, copyrights, trade secrets, trademarks, trade names, and
<br />other intellectual properties (including any corrections, bug fixes, enhancements, updates or modifications to or
<br />derivative works from the Software whether made by Licensor or another party). Nothing in this Agreement is
<br />intended to restrict the proprietary rights of Licensor or to grant by implication or estoppel any proprietary rights. All
<br />intellectual property developed, originated or prepared by Licensor in connection with providing to Licensee Software,
<br />Products, Documentation or related services remain vested exclusively in Licensor, and this Agreement does not
<br />grant to Licensee any shared development rights of intellectual property. This Agreement does not involve any
<br />software that is a'tiwork made for hire."
<br />1 of 7 Initials of Licensee's
<br />Authorized Representative
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