# License

Binary Ninja comes in different versions. Depending on the terms under which you purchased it, a different license below may apply.

## Non-commercial / Student License (NAMED)

BINARY NINJA SOFTWARE LICENSE AGREEMENT

(Non-commercial License)

IMPORTANT! BE SURE TO CAREFULLY READ AND UNDERSTAND ALL OF THE TERMS SET FORTH IN THIS LICENSE AGREEMENT (”LICENSE”). BY CLICKING THE "I ACCEPT" BUTTON OR OTHERWISE ACCEPTING THIS LICENSE THROUGH AN ORDERING DOCUMENT THAT INCORPORATES THIS LICENSE, YOU AGREE TO FOLLOW AND BE BOUND BY THE TERMS AND CONDITIONS OF THIS LICENSE. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS IN THIS LICENSE, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE SOFTWARE.

This License is entered into by and between you (“you” or “your”) and Vector 35 Inc, a Delaware corporation (“us,” “we” or “our”).

We will license Binary Ninja™, a software application (the “Software”), to you under the mutual terms and conditions in this License. By installing the Software, you agree to be bound by the terms of this License. If you do not agree to the terms of this License, please do not install or attempt to use the Software.

1. Non-Exclusive License Grant for Non-commercial Use. Under the terms of this License, the Software is licensed on a non-exclusive basis and is not sold. This License is for non- commercial purposes only. This means that you may not exercise any of the rights granted to you under this License in any manner that is intended for or directed toward commercial advantage or private monetary gain such as (a) activities undertaken for profit, or (b) activities intended to produce works, services, or data for commercial use, or (c) activities conducted, or funded, by a person or an entity engaged in the commercial use, application or exploitation of works similar to the Software. If you have any question regarding a particular use, please feel free to contact us regarding your particular circumstances. Please note, the Software under this non-commercial license is a different version than the standard version of Binary Ninja™. There is a fee to upgrade to the standard version of Binary Ninja™. This License grants you the rights a single user license that allows a copy of the Software to be installed and used by you on other computers you own as a single designated person. In other words, you may install the Software on more than one computer owned by you as long as there is only one physical computer running the Software at any time and as long as it is only used by you. This License does not permit any concurrent use. If other users will use the Software on any of the computers that the application will be installed on, then you are required to obtain additional licenses for each user who plans to use the Software. If your needs require concurrent use, please contact us for alternative licensing arrangements. We reserve all rights not expressly granted in this License.

2. License Fee. Prices are subject to change without prior notice and the price of a License today does not guarantee a similar price in the future.

3. Termination. Your license to the Software automatically terminates if you fail to comply with the terms of this License. Upon termination of this License, all licenses granted in Section 1 will terminate and you are required to stop using the Software and delete all copies in your possession or control. The following provisions will survive termination of this License: (i) your obligation to pay for services rendered before termination; (ii) Sections 6 through 14; and (iii) any other provision of this License that must survive termination to fulfill its essential purpose.

4. Modification and Upgrades. We may, from time to time, and in certain cases for a fee, replace, modify or upgrade the Software. The license fee includes one year of free upgrades.  When accepted by you, any such replacement or modified Software code or upgrade to the Software will be considered part of the Software and subject to the terms of this License (unless this License is superseded by a further License accompanying such replacement or modified version of or upgrade to the Software).

5. Restrictions. Subject to applicable copyright, trade secret and other laws, you are permitted under this License to reverse engineer or de-compile the Software but you may not alter, duplicate, modify, rent, lease, loan, sublicense, create derivative works from or provide others with the Software in whole or part, or transmit or communicate any of the Software over a network in order to share it with others. These restrictions include prohibitions on use of the Software for service bureau or time-sharing purposes or in any other way allow third parties to exploit the Software. Time-sharing means sharing the Software with customers or other third parties and permitting their use of the Software. Service bureau involves your use of the Software on behalf of third parties, instead of your own use. It is your responsibility to determine if your use of the Software is in compliance with applicable laws.

6. Export Restrictions. You must use the Software in accordance with export laws and this means that you may not export, ship, transmit or re-export the Software, in whole or in part, in violation of any applicable law or regulation including but not limited to applicable export administration regulations issued by the U.S. Department of Commerce.

7. Disclaimer of Warranties. The Software is provided "as is" which means that we are providing no warranty of any kind. WE MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. We do not warrant that the Software will perform without error or that it will run without interruption.

8. Limitation of Liability. IN NO EVENT WILL OUR LIABILITY ARISING OUT OF OR RELATED TO THIS LICENSE EXCEED THE AGGREGATE OF FEES PAYABLE TO US UNDER THIS LICENSE (INCLUDING FEES BOTH PAID AND DUE) AT THE TIME OF THE EVENT GIVING RISE TO THE LIABILITY. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES. THE LIABILITIES LIMITED BY THIS SECTION 8 APPLY: (A) TO LIABILITY FOR NEGLIGENCE; (B) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (C) EVEN IF WE ARE ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (D) EVEN IF YOUR REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. If applicable law limits the application of the provisions of this Section 8, our liability will be limited to the maximum extent permissible.

9. Severability. To the extent permitted by law, we waive and you waive any provision of law that would render any clause of this License invalid or otherwise unenforceable in any respect. In the event that a provision of this License is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this License will continue in full force and effect.

10. Independent Contractors. We are not your agent and you are not our agent and so neither party may bind the other in any way. The parties are independent contractors and will represent themselves in all regards as independent contractors.

11. No Waiver. Neither party will be deemed to have waived any of its rights under this License by lapse of time or by any statement or representation other than in an explicit written waiver. No waiver of a breach of this License will constitute a waiver of any prior or subsequent breach of this License.

12. Force Majeure. To the extent caused by force majeure, no delay, failure, or default will constitute a breach of this License.

13. Assignment & Successors. Neither party may assign this License or any of its rights or obligations hereunder without the other’s express written consent, except that either party may assign this License to the surviving party in a merger of that party into another entity. Except to the extent forbidden in the previous sentence, this License will be binding upon and inure to the benefit of the respective successors and assigns of the parties.

14. Choice of Law & Jurisdiction. This License will be governed solely by the internal laws of the State of Florida, without reference to such State’s principles of conflicts of law. The parties consent to the personal and exclusive jurisdiction of the federal and state courts in or for Brevard County, Florida.

## Commercial License (NAMED)

BINARY NINJA SOFTWARE LICENSE AGREEMENT

IMPORTANT! BE SURE TO CAREFULLY READ AND UNDERSTAND ALL OF THE TERMS SET FORTH IN THIS LICENSE AGREEMENT ("LICENSE"). BY CLICKING THE "I ACCEPT" BUTTON OR OTHERWISE ACCEPTING THIS LICENSE THROUGH AN ORDERING DOCUMENT THAT INCORPORATES THIS LICENSE, YOU AGREE TO FOLLOW AND BE BOUND BY THE TERMS AND CONDITIONS OF THIS LICENSE. IF YOU ARE ENTERING INTO THIS LICENSE ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS OF THIS LICENSE AND, IN SUCH EVENT, "YOU" AND "YOUR" AS USED IN THIS LICENSE SHALL REFER TO SUCH ENTITY, IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS IN THIS LICENSE, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE SOFTWARE.

This License is entered into by and between you ("you" or "your") and Vector 35 Inc, a Delaware corporation ("us", "we" or "our").

We will license Binary Ninja™, a software application (the "Software"), to you under the mutual terms and conditions in this License. By installing the Software, you agree to be bound by the terms of this License. If you do not agree to the terms of this License, please do not install or attempt to use the Software.

1. Non-Exclusive License Grant. Under the terms of this License, the Software is licensed on a non-exclusive basis and is not sold. You receive no title to or ownership of the Software itself. This License grants you the rights a single user license that allows a copy of the Software to be installed and used by you on other computers you own as a single designated person. In other words, you may install the Software on more than one computer owned by you as long as there is only one physical computer running the Software at any time and as long as it is only used by you. This License does not permit any concurrent use. If other users will use the Software on any of the computers that the application will be installed on, then you are required to obtain additional licenses for each user who plans to use the Software. If your needs require concurrent use, please contact us for alternative licensing arrangements. If other users will use the Software, then you are required to obtain additional licenses for each user who plans to use the Software.  All rights not expressly granted herein reserved by us.

2. License Fee. Prices are subject to change without prior notice and the price of a License today does not guarantee a similar price in the future.

3. Termination. Your license to the Software automatically terminates if you fail to comply with the terms of this License. Upon termination of this License, all licenses granted in Section 1 will terminate and you are required to stop using the Software and delete all copies in your possession or control. The following provisions will survive termination of this License: (i) your obligation to pay for services rendered before termination; (ii) Sections 6 through 14; and (iii) any other provision of this License that must survive termination to fulfill its essential purpose.

4. Modification and Upgrades. We may, from time to time, and in certain cases for a fee, replace, modify or upgrade the Software. The license fee includes one year of free upgrades.  When accepted by you, any such replacement or modified Software code or upgrade to the Software will be considered part of the Software and subject to the terms of this License (unless this License is superseded by a further License accompanying such replacement or modified version of or upgrade to the Software).

5. Restrictions. Subject to applicable copyright, trade secret and other laws, you are permitted under this License to reverse engineer or de-compile the Software but you may not alter, duplicate, modify, rent, lease, loan, sublicense, create derivative works from or provide others with the Software in whole or part, or transmit or communicate any of the Software over a network in order to share it with others. These restrictions include prohibitions on use of the Software for service bureau or time-sharing purposes or in any other way allow third parties to exploit the Software. Time-sharing means sharing the Software with customers or other third parties and permitting their use of the Software. Service bureau involves your use of the Software on behalf of third parties, instead of your own use. It is your responsibility to determine if your use of the Software is in compliance with applicable laws.

6. Export Restrictions. You must use the Software in accordance with export laws and this means that you may not export, ship, transmit or re-export the Software, in whole or in part, in violation of any applicable law or regulation including but not limited to applicable export administration regulations issued by the U.S. Department of Commerce.

7. Disclaimer of Warranties. The Software is provided "as is" which means that we are providing no warranty of any kind. WE MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. We do not warrant that the Software will perform without error or that it will run without interruption.

8. Limitation of Liability. IN NO EVENT WILL OUR LIABILITY ARISING OUT OF OR RELATED TO THIS LICENSE EXCEED THE AGGREGATE OF FEES PAYABLE TO US UNDER THIS LICENSE (INCLUDING FEES BOTH PAID AND DUE) AT THE TIME OF THE EVENT GIVING RISE TO THE LIABILITY. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES. THE LIABILITIES LIMITED BY THIS SECTION 8 APPLY: (A) TO LIABILITY FOR NEGLIGENCE; (B) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (C) EVEN IF WE ARE ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (D) EVEN IF YOUR REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. If applicable law limits the application of the provisions of this Section 8, our liability will be limited to the maximum extent permissible.

9. Severability. To the extent permitted by law, we waive and you waive any provision of law that would render any clause of this License invalid or otherwise unenforceable in any respect. In the event that a provision of this License is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this License will continue in full force and effect.

10. Independent Contractors. We are not your agent and you are not our agent and so neither party may bind the other in any way. The parties are independent contractors and will represent themselves in all regards as independent contractors.

11. No Waiver. Neither party will be deemed to have waived any of its rights under this License by lapse of time or by any statement or representation other than in an explicit written waiver. No waiver of a breach of this License will constitute a waiver of any prior or subsequent breach of this License.

12. Force Majeure. To the extent caused by force majeure, no delay, failure, or default will constitute a breach of this License.

13. Assignment & Successors. Neither party may assign this License or any of its rights or obligations hereunder without the other’s express written consent, except that either party may assign this License to the surviving party in a merger of that party into another entity. Except to the extent forbidden in the previous sentence, this License will be binding upon and inure to the benefit of the respective successors and assigns of the parties.

14. Choice of Law & Jurisdiction. This License will be governed solely by the internal laws of the State of Florida, without reference to such State’s principles of conflicts of law. The parties consent to the personal and exclusive jurisdiction of the federal and state courts in or for Brevard County, Florida.

## Non-commercial / Student License (COMPUTER)

BINARY NINJA SOFTWARE LICENSE AGREEMENT

(Non-commercial Computer License)

IMPORTANT! BE SURE TO CAREFULLY READ AND UNDERSTAND ALL OF THE TERMS SET FORTH IN THIS LICENSE AGREEMENT (”LICENSE”). BY CLICKING THE "I ACCEPT" BUTTON OR OTHERWISE ACCEPTING THIS LICENSE THROUGH AN ORDERING DOCUMENT THAT INCORPORATES THIS LICENSE, YOU AGREE TO FOLLOW AND BE BOUND BY THE TERMS AND CONDITIONS OF THIS LICENSE. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS IN THIS LICENSE, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE SOFTWARE.

This License is entered into by and between you (“you” or “your”) and Vector 35 Inc, a Delaware corporation (“us,” “we” or “our”).

We will license Binary Ninja™, a software application (the “Software”), to you under the mutual terms and conditions in this License. By installing the Software, you agree to be bound by the terms of this License. If you do not agree to the terms of this License, please do not install or attempt to use the Software.

1. Non-Exclusive License Grant for Non-commercial Use. Under the terms of this License, the Software is licensed on a non-exclusive basis and is not sold. This License is for non- commercial purposes only. This means that you may not exercise any of the rights granted to you under this License in any manner that is intended for or directed toward commercial advantage or private monetary gain such as (a) activities undertaken for profit, or (b) activities intended to produce works, services, or data for commercial use, or (c) activities conducted, or funded, by a person or an entity engaged in the commercial use, application or exploitation of works similar to the Software. If you have any question regarding a particular use, please feel free to contact us regarding your particular circumstances. Please note, the Software under this non-commercial license is a different version than the standard version of Binary Ninja™. There is a fee to upgrade to the standard version of Binary Ninja™. This License grants you the rights to a computer license that allows a copy of the Software to be installed and used by you on a particular single computer you own (the “Designated Computer”) which Designated Computer may be used by any user as long as it is used for non-commercial purposes. In other words, you may install the Software only on one computer owned by you but you may allow multiple users to use the Software on such Designated Computer as long as the Designated Computer is the only physical computer running the Software at any time and it is used for non-commercial purposes. This License does not permit any concurrent use. If you will use the Software on any computers other than the Designated Computer that the application will be installed on, then you are required to obtain additional licenses for each such computer upon which the Software will be installed. If your needs require concurrent use, please contact us for alternative licensing arrangements. We reserve all rights not expressly granted in this License.

2. License Fee. Prices are subject to change without prior notice and the price of a License today does not guarantee a similar price in the future.

3. Termination. Your license to the Software automatically terminates if you fail to comply with the terms of this License. Upon termination of this License, all licenses granted in Section 1 will terminate and you are required to stop using the Software and delete all copies in your possession or control. The following provisions will survive termination of this License: (i) your obligation to pay for services rendered before termination; (ii) Sections 6 through 14; and (iii) any other provision of this License that must survive termination to fulfill its essential purpose.

4. Modification and Upgrades. We may, from time to time, and in certain cases for a fee, replace, modify or upgrade the Software. The license fee includes one year of free upgrades.  When accepted by you, any such replacement or modified Software code or upgrade to the Software will be considered part of the Software and subject to the terms of this License (unless this License is superseded by a further License accompanying such replacement or modified version of or upgrade to the Software).

5. Restrictions. Subject to applicable copyright, trade secret and other laws, you are permitted under this License to reverse engineer or de-compile the Software but you may not alter, duplicate, modify, rent, lease, loan, sublicense, create derivative works from or provide others with the Software in whole or part, or transmit or communicate any of the Software over a network in order to share it with others. These restrictions include prohibitions on use of the Software for service bureau or time-sharing purposes or in any other way allow third parties to exploit the Software. Time-sharing means sharing the Software with customers or other third parties and permitting their use of the Software. Service bureau involves your use of the Software on behalf of third parties, instead of your own use. It is your responsibility to determine if your use of the Software is in compliance with applicable laws.

6. Export Restrictions. You must use the Software in accordance with export laws and this means that you may not export, ship, transmit or re-export the Software, in whole or in part, in violation of any applicable law or regulation including but not limited to applicable export administration regulations issued by the U.S. Department of Commerce.

7. Disclaimer of Warranties. The Software is provided "as is" which means that we are providing no warranty of any kind. WE MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. We do not warrant that the Software will perform without error or that it will run without interruption.

8. Limitation of Liability. IN NO EVENT WILL OUR LIABILITY ARISING OUT OF OR RELATED TO THIS LICENSE EXCEED THE AGGREGATE OF FEES PAYABLE TO US UNDER THIS LICENSE (INCLUDING FEES BOTH PAID AND DUE) AT THE TIME OF THE EVENT GIVING RISE TO THE LIABILITY. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES. THE LIABILITIES LIMITED BY THIS SECTION 8 APPLY: (A) TO LIABILITY FOR NEGLIGENCE; (B) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (C) EVEN IF WE ARE ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (D) EVEN IF YOUR REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. If applicable law limits the application of the provisions of this Section 8, our liability will be limited to the maximum extent permissible.

9. Severability. To the extent permitted by law, we waive and you waive any provision of law that would render any clause of this License invalid or otherwise unenforceable in any respect. In the event that a provision of this License is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this License will continue in full force and effect.

10. Independent Contractors. We are not your agent and you are not our agent and so neither party may bind the other in any way. The parties are independent contractors and will represent themselves in all regards as independent contractors.

11. No Waiver. Neither party will be deemed to have waived any of its rights under this License by lapse of time or by any statement or representation other than in an explicit written waiver. No waiver of a breach of this License will constitute a waiver of any prior or subsequent breach of this License.

12. Force Majeure. To the extent caused by force majeure, no delay, failure, or default will constitute a breach of this License.

13. Assignment & Successors. Neither party may assign this License or any of its rights or obligations hereunder without the other’s express written consent, except that either party may assign this License to the surviving party in a merger of that party into another entity. Except to the extent forbidden in the previous sentence, this License will be binding upon and inure to the benefit of the respective successors and assigns of the parties.

14. Choice of Law & Jurisdiction. This License will be governed solely by the internal laws of the State of Florida, without reference to such State’s principles of conflicts of law. The parties consent to the personal and exclusive jurisdiction of the federal and state courts in or for Brevard County, Florida.

## Commercial License (COMPUTER)

BINARY NINJA SOFTWARE LICENSE AGREEMENT

IMPORTANT! BE SURE TO CAREFULLY READ AND UNDERSTAND ALL OF THE TERMS SET FORTH IN THIS LICENSE AGREEMENT ("LICENSE"). BY CLICKING THE "I ACCEPT" BUTTON OR OTHERWISE ACCEPTING THIS LICENSE THROUGH AN ORDERING DOCUMENT THAT INCORPORATES THIS LICENSE, YOU AGREE TO FOLLOW AND BE BOUND BY THE TERMS AND CONDITIONS OF THIS LICENSE. IF YOU ARE ENTERING INTO THIS LICENSE ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS OF THIS LICENSE AND, IN SUCH EVENT, "YOU" AND "YOUR" AS USED IN THIS LICENSE SHALL REFER TO SUCH ENTITY, IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS IN THIS LICENSE, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE SOFTWARE.

This License is entered into by and between you ("you" or "your") and Vector 35 Inc, a Delaware corporation ("us", "we" or "our").

We will license Binary Ninja™, a software application (the "Software"), to you under the mutual terms and conditions in this License. By installing the Software, you agree to be bound by the terms of this License. If you do not agree to the terms of this License, please do not install or attempt to use the Software.

1. Non-Exclusive License Grant. Under the terms of this License, the Software is licensed on a non-exclusive basis and is not sold. You receive no title to or ownership of the Software itself. This License grants you the rights to a computer license that allows a copy of the Software to be installed and used by you on a particular single computer you own (the “Designated Computer”) which Designated Computer may be used by any user. In other words, you may install the Software only on one computer owned by you but you may allow multiple users to use the Software on such Designated Computer as long as the Designated Computer is the only physical computer running the Software at any time. This License does not permit any concurrent use. If you will use the Software on any computers other than the Designated Computer that the application will be installed on, then you are required to obtain additional licenses for each such computer upon which the Software will be installed. If your needs require concurrent use, please contact us for alternative licensing arrangements. All rights not expressly granted herein reserved by us.

2. License Fee. Prices are subject to change without prior notice and the price of a License today does not guarantee a similar price in the future.

3. Termination. Your license to the Software automatically terminates if you fail to comply with the terms of this License. Upon termination of this License, all licenses granted in Section 1 will terminate and you are required to stop using the Software and delete all copies in your possession or control. The following provisions will survive termination of this License: (i) your obligation to pay for services rendered before termination; (ii) Sections 6 through 14; and (iii) any other provision of this License that must survive termination to fulfill its essential purpose.

4. Modification and Upgrades. We may, from time to time, and in certain cases for a fee, replace, modify or upgrade the Software. The license fee includes one year of free upgrades.  When accepted by you, any such replacement or modified Software code or upgrade to the Software will be considered part of the Software and subject to the terms of this License (unless this License is superseded by a further License accompanying such replacement or modified version of or upgrade to the Software).

5. Restrictions. Subject to applicable copyright, trade secret and other laws, you are permitted under this License to reverse engineer or de-compile the Software but you may not alter, duplicate, modify, rent, lease, loan, sublicense, create derivative works from or provide others with the Software in whole or part, or transmit or communicate any of the Software over a network in order to share it with others. These restrictions include prohibitions on use of the Software for service bureau or time-sharing purposes or in any other way allow third parties to exploit the Software. Time-sharing means sharing the Software with customers or other third parties and permitting their use of the Software. Service bureau involves your use of the Software on behalf of third parties, instead of your own use. It is your responsibility to determine if your use of the Software is in compliance with applicable laws.

6. Export Restrictions. You must use the Software in accordance with export laws and this means that you may not export, ship, transmit or re-export the Software, in whole or in part, in violation of any applicable law or regulation including but not limited to applicable export administration regulations issued by the U.S. Department of Commerce.

7. Disclaimer of Warranties. The Software is provided "as is" which means that we are providing no warranty of any kind. WE MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. We do not warrant that the Software will perform without error or that it will run without interruption.

8. Limitation of Liability. IN NO EVENT WILL OUR LIABILITY ARISING OUT OF OR RELATED TO THIS LICENSE EXCEED THE AGGREGATE OF FEES PAYABLE TO US UNDER THIS LICENSE (INCLUDING FEES BOTH PAID AND DUE) AT THE TIME OF THE EVENT GIVING RISE TO THE LIABILITY. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES. THE LIABILITIES LIMITED BY THIS SECTION 8 APPLY: (A) TO LIABILITY FOR NEGLIGENCE; (B) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (C) EVEN IF WE ARE ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (D) EVEN IF YOUR REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. If applicable law limits the application of the provisions of this Section 8, our liability will be limited to the maximum extent permissible.

9. Severability. To the extent permitted by law, we waive and you waive any provision of law that would render any clause of this License invalid or otherwise unenforceable in any respect. In the event that a provision of this License is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this License will continue in full force and effect.

10. Independent Contractors. We are not your agent and you are not our agent and so neither party may bind the other in any way. The parties are independent contractors and will represent themselves in all regards as independent contractors.

11. No Waiver. Neither party will be deemed to have waived any of its rights under this License by lapse of time or by any statement or representation other than in an explicit written waiver. No waiver of a breach of this License will constitute a waiver of any prior or subsequent breach of this License.

12. Force Majeure. To the extent caused by force majeure, no delay, failure, or default will constitute a breach of this License.

13. Assignment & Successors. Neither party may assign this License or any of its rights or obligations hereunder without the other’s express written consent, except that either party may assign this License to the surviving party in a merger of that party into another entity. Except to the extent forbidden in the previous sentence, this License will be binding upon and inure to the benefit of the respective successors and assigns of the parties.

14. Choice of Law & Jurisdiction. This License will be governed solely by the internal laws of the State of Florida, without reference to such State’s principles of conflicts of law. The parties consent to the personal and exclusive jurisdiction of the federal and state courts in or for Brevard County, Florida.

## Free License

BINARY NINJA (TM) FREE EDITION SOFTWARE LICENSE AGREEMENT

IMPORTANT! BE SURE TO CAREFULLY READ AND UNDERSTAND ALL OF THE TERMS SET FORTH IN THIS LICENSE AGREEMENT ("FREE EDITION LICENSE"). BY CLICKING THE "I ACCEPT" BUTTON OR OTHERWISE ACCEPTING THIS LICENSE THROUGH AN ORDERING DOCUMENT THAT INCORPORATES THIS DEMONSTRATION LICENSE, YOU AGREE TO FOLLOW AND BE BOUND BY THE TERMS AND CONDITIONS OF THIS LICENSE. IF YOU ARE ENTERING INTO THIS LICENSE ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS OF THIS LICENSE AND, IN SUCH EVENT, "YOU" AND "YOUR" AS USED IN THIS LICENSE SHALL REFER TO SUCH ENTITY, IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS IN THIS LICENSE, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE SOFTWARE.

This License is entered into by and between you ("you" or "your") and Vector 35 Inc, a Delaware corporation ("us", "we" or "our").

We will license a "free to use" version of Binary Ninja (TM), a software application (the "Software"), to you under the mutual terms and conditions in this License for your internal evaluation and non-commercial purposes only. Notwithstanding anything to the contrary in this License, we reserve the right to revoke or terminate the Software and this License any at any time in our sole discretion.  By installing the Software, you agree to be bound by the terms of this License. If you do not agree to the terms of this License, please do not install or attempt to use the Software.

1. Non-Exclusive License Grant. Under the terms of this License, the Software is licensed on a non-exclusive basis and is not sold. You receive no title to or ownership of the Software itself. This License is for non-commercial purposes only. This License grants you the rights a single user license that allows a copy of the Software to be installed and used by you on computers you own as a single designated person. In other words, you may install the Software on more than one computer owned by you as long as there is only one physical computer running the Software at any time and as long as it is only used by you. This License does not permit any concurrent use. If other users will use the Software on any of the computers that the application will be installed on, then you are required to obtain additional licenses for each user who plans to use the Software. If your needs require concurrent use, please contact us for alternative licensing arrangements. If other users will use the Software, then you are required to obtain additional licenses for each user who plans to use the Software. All rights not expressly granted herein reserved by us.

2. Free Use License. Subject to the terms of this License, there is no fee for the use of the Software. Upon revocation of the License by us, you must obtain a paid end user license for Binary Ninja (TM) if you intend to continue use.

3. Termination. You may terminate this License at any time (i) by destroying all copies of Software and related documentation and purging same from memory devices (this is required at the termination of this License). Your license to the Software automatically terminates if you fail to comply with the terms of this License. Upon termination of this License, all licenses granted in Section 1 will terminate and you are required to stop using the Software and delete all copies in your possession or control. The following provisions will survive termination of this License: (i) Sections 6 through 14; and (ii) any other provision of this License that must survive termination to fulfill its essential purpose.

4. Modification and Upgrades. We may, from time to time replace, modify or upgrade the Software. When accepted by you, any such replacement or modified Software code or upgrade to the Software will be considered part of the Software and subject to the terms of this License (unless this License is superseded by a further License accompanying such replacement or modified version of or upgrade to the Software).

5. Restrictions. Unlike the licenses for our paid versions of Binary Ninja (TM) (where such use is allowed!), you may not decompile, decrypt, reverse engineer, disassemble or otherwise reduce the Software to human-readable form under this License, or permit third parties to do the same. Further, you may not alter, duplicate, modify, rent, lease, loan, sublicense, create derivative works from, or provide others with the Software in whole or part, or transmit or communicate the any of the Software over a network in order to share the Software with others. These restrictions include prohibitions on the use the Software for service bureau or time-sharing purposes or in any other way allow third parties to exploit the Software. Time-sharing means sharing the Software with customers or other third parties and permitting their use of the Software. Service bureau involves your use of the Software on behalf of third parties, instead of your own use. It is your responsibility to determine if your use of the Software is in compliance with applicable laws.

6. Export Restrictions. You must use the Software in accordance with export laws and this means that you may not export, ship, transmit or re-export the Software, in whole or in part, in violation of any applicable law or regulation including but not limited to applicable export administration regulations issued by the U.S. Department of Commerce.

7. Disclaimer of Warranties. The Software is provided "as is" which means that we are providing no warranty of any kind. WE MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  We do not warrant that the Software will perform without error or that it will run without interruption.

8. Limitation of Liability. IN NO EVENT WILL OUR LIABILITY ARISING OUT OF OR RELATED TO THIS DEMONSTRATION LICENSE EXCEED $500. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES. THE LIABILITIES LIMITED BY THIS SECTION 8 APPLY: (A) TO LIABILITY FOR NEGLIGENCE; (B) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (C) EVEN IF WE ARE ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (D) EVEN IF YOUR REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. If applicable law limits the application of the provisions of this Section 8, our liability will be limited to the maximum extent permissible.

9. Severability. To the extent permitted by law, we waive and you waive any provision of law that would render any clause of this License invalid or otherwise unenforceable in any respect. In the event that a provision of this License is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this License will continue in full force and effect.

10. Independent Contractors. We are not your agent and you are not our agent and so neither party may bind the other in any way. The parties are independent contractors and will represent themselves in all regards as independent contractors.

11. No Waiver. Neither party will be deemed to have waived any of its rights under this License by lapse of time or by any statement or representation other than in an explicit written waiver. No waiver of a breach of this License will constitute a waiver of any prior or subsequent breach of this License.

12. Force Majeure. To the extent caused by force majeure, no delay, failure, or default will constitute a breach of this License.

13. Assignment & Successors. Neither party may assign this License or any of its rights or obligations hereunder without the other's express written consent, except that either party may assign this License to the surviving party in a merger of that party into another entity. Except to the extent forbidden in the previous sentence, this License will be binding upon and inure to the benefit of the respective successors and assigns of the parties.

14. Choice of Law & Jurisdiction. This License will be governed solely by the internal laws of the State of Florida, without reference to such State's principles of conflicts of law. The parties consent to the personal and exclusive jurisdiction of the federal and state courts in or for Brevard County, Florida.

## Ultimate License

BINARY NINJA™ ULTIMATE LICENSE

IMPORTANT! BE SURE TO CAREFULLY READ AND UNDERSTAND ALL OF THE TERMS SET FORTH IN THIS LICENSE AGREEMENT ("LICENSE"). BY CLICKING THE "I ACCEPT" BUTTON, YOU AGREE TO FOLLOW AND BE BOUND BY THE TERMS AND CONDITIONS OF THIS LICENSE. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS IN THIS LICENSE, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE SOFTWARE.

This License is entered into by and between you ("you" or "your") and Vector 35 Inc, a Delaware corporation ("us", "we" or "our").

We will license Binary Ninja™ Ultimate, a software application (the "Software"), to you under the mutual terms and conditions in this License. By using the Software, you agree to be bound by the terms of this License. If you do not agree to the terms of this License, please do not install or attempt to use the Software.

1. Non-Exclusive License Grant. Under the terms of this License, the Software is licensed on a non-exclusive basis and is not sold. You receive no title to or ownership of the Software itself. This License grants you the rights a single user license that allows a copy of the Software to be installed and used by you on other computers you own as a single designated person. In other words, you may install the Software on more than one computer owned by you as long as there is only one physical computer running the Software at any time and as long as it is only used by you. This License does not permit any concurrent use. If other users will use the Software on any of the computers that the application will be installed on, then you are required to obtain additional licenses for each user who plans to use the Software. If your needs require concurrent use, please contact us for alternative licensing arrangements. If other users will use the Software, then you are required to obtain additional licenses for each user who plans to use the Software.  All rights not expressly granted herein reserved by us.

2.	Termination. Your license to the Software automatically terminates if you fail to comply with the terms of this License. Upon termination of this License, all licenses granted in Section 1 will terminate and you are required to stop using the Software and delete all copies in your possession or control. The following provisions will survive termination of this License: (i) your obligation to pay for services rendered before termination; (ii) Sections 6 through 14; and (iii) any other provision of this License that must survive termination to fulfill its essential purpose.

3.	Modification and Upgrades. We may, from time to time, and in certain cases for a fee, replace, modify, or upgrade the Software. The license fee includes one year of free upgrades. When accepted by you, any such replacement or modified Software code or upgrade to the Software will be considered part of the Software and subject to the terms of this License (unless this License is superseded by a further License accompanying such replacement or modified version of or upgrade to the Software).

4.	Restrictions. Subject to applicable copyright, trade secret, and other laws, you are permitted under this License to reverse engineer or de-compile the Software but you may not alter, duplicate, modify, rent, lease, loan, sublicense, create derivative works from or provide others with the Software in whole or part, or transmit or communicate any of the Software over a network in order to share it with others. These restrictions include prohibitions on use of the Software for service bureau or time-sharing purposes or in any other way allow third parties to exploit the Software. Time-sharing means sharing the Software with customers or other third parties and permitting their use of the Software. Service bureau involves your use of the Software on behalf of third parties, instead of your own use. It is your responsibility to determine if your use of the Software is in compliance with applicable laws.

5.	Export Restrictions. You must use the Software in accordance with export laws and this means that you may not export, ship, transmit or re-export the Software, in whole or in part, in violation of any applicable law or regulation including but not limited to applicable export administration regulations issued by the U.S. Department of Commerce.

6.	Disclaimer of Warranties. The Software is provided "as is" which means that we are providing no warranty of any kind. WE MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. We do not warrant that the Software will perform without error or that it will run without interruption.

7.	Limitation of Liability. IN NO EVENT WILL OUR LIABILITY ARISING OUT OF OR RELATED TO THIS LICENSE EXCEED THE AGGREGATE OF FEES PAYABLE TO US UNDER THIS LICENSE (INCLUDING FEES BOTH PAID AND DUE) AT THE TIME OF THE EVENT GIVING RISE TO THE LIABILITY. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES. THE LIABILITIES LIMITED BY THIS SECTION 8 APPLY: (A) TO LIABILITY FOR NEGLIGENCE; (B) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (C) EVEN IF WE ARE ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (D) EVEN IF YOUR REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. If applicable law limits the application of the provisions of this Section 8, our liability will be limited to the maximum extent permissible.

8.	Severability. To the extent permitted by law, we waive and you waive any provision of law that would render any clause of this License invalid or otherwise unenforceable in any respect. In the event that a provision of this License is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this License will continue in full force and effect.

9.	Independent Contractors. We are not your agent and you are not our agent and so neither party may bind the other in any way. The parties are independent contractors and will represent themselves in all regards as independent contractors.

10.	No Waiver. Neither party will be deemed to have waived any of its rights under this License by lapse of time or by any statement or representation other than in an explicit written waiver. No waiver of a breach of this License will constitute a waiver of any prior or subsequent breach of this License.

11.	Force Majeure. To the extent caused by force majeure, no delay, failure, or default will constitute a breach of this License.

12.	Assignment & Successors. Neither party may assign this License or any of its rights or obligations hereunder without the other’s express written consent, except that either party may assign this License to the surviving party in a merger of that party into another entity. Except to the extent forbidden in the previous sentence, this License will be binding upon and inure to the benefit of the respective successors and assigns of the parties.

13.	Choice of Law & Jurisdiction. This License will be governed solely by the internal laws of the State of Florida, without reference to such State’s principles of conflicts of law. The parties consent to the personal and exclusive jurisdiction of the federal and state courts in or for Brevard County, Florida.

## Ultimate Floating License (Enterprise Client)

BINARY NINJA™ ULTIMATE FLOATING LICENSE

IMPORTANT! BE SURE TO CAREFULLY READ AND UNDERSTAND ALL OF THE TERMS SET FORTH IN THIS LICENSE AGREEMENT ("LICENSE"). BY CLICKING THE "I ACCEPT" BUTTON, YOU AGREE TO FOLLOW AND BE BOUND BY THE TERMS AND CONDITIONS OF THIS LICENSE. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS IN THIS LICENSE, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE SOFTWARE.

This License is entered into by and between you ("you" or "your") and Vector 35 Inc, a Delaware corporation ("us", "we" or "our").

We will license Binary Ninja™ Ultimate, a software application (the "Software"), to you under the mutual terms and conditions in this License. By using the Software, you agree to be bound by the terms of this License. If you do not agree to the terms of this License, please do not install or attempt to use the Software.

1.	Non-Exclusive License Grant. Under the terms of this License, the Software is licensed on a non-exclusive basis and is not sold. You receive no title to or ownership of the Software itself. This License grants you the rights to install and use the software by you on a particular single computer you own and run that software, provided that upon authentication with Binary Ninja™ Enterprise Server, no more than the number of Maximum Simultaneous Users described in the Enterprise Server license are currently operating at that time. This License does not permit any other concurrent use. You may check out this License from the Enterprise Server for purely local use, in which case the total remaining number of Maximum Simultaneous Users will be reduced by one for each license checked out.  All rights not expressly granted herein are reserved by us.

2.	Termination. Your license to the Software automatically terminates if you fail to comply with the terms of this License. Upon termination of this License, all licenses granted in Section 1 will terminate and you are required to stop using the Software and delete all copies in your possession or control. The following provisions will survive termination of this License: (i) your obligation to pay for services rendered before termination; (ii) Sections 6 through 14; and (iii) any other provision of this License that must survive termination to fulfill its essential purpose.

3.	Modification and Upgrades. We may, from time to time, and in certain cases for a fee, replace, modify, or upgrade the Software. The license fee includes one year of free upgrades. When accepted by you, any such replacement or modified Software code or upgrade to the Software will be considered part of the Software and subject to the terms of this License (unless this License is superseded by a further License accompanying such replacement or modified version of or upgrade to the Software).

4.	Restrictions. Subject to applicable copyright, trade secret, and other laws, you are permitted under this License to reverse engineer or de-compile the Software but you may not alter, duplicate, modify, rent, lease, loan, sublicense, create derivative works from or provide others with the Software in whole or part, or transmit or communicate any of the Software over a network in order to share it with others. These restrictions include prohibitions on use of the Software for service bureau or time-sharing purposes or in any other way allow third parties to exploit the Software. Time-sharing means sharing the Software with customers or other third parties and permitting their use of the Software. Service bureau involves your use of the Software on behalf of third parties, instead of your own use. It is your responsibility to determine if your use of the Software is in compliance with applicable laws.

5.	Export Restrictions. You must use the Software in accordance with export laws and this means that you may not export, ship, transmit or re-export the Software, in whole or in part, in violation of any applicable law or regulation including but not limited to applicable export administration regulations issued by the U.S. Department of Commerce.

6.	Disclaimer of Warranties. The Software is provided "as is" which means that we are providing no warranty of any kind. WE MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. We do not warrant that the Software will perform without error or that it will run without interruption.

7.	Limitation of Liability. IN NO EVENT WILL OUR LIABILITY ARISING OUT OF OR RELATED TO THIS LICENSE EXCEED THE AGGREGATE OF FEES PAYABLE TO US UNDER THIS LICENSE (INCLUDING FEES BOTH PAID AND DUE) AT THE TIME OF THE EVENT GIVING RISE TO THE LIABILITY. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES. THE LIABILITIES LIMITED BY THIS SECTION 8 APPLY: (A) TO LIABILITY FOR NEGLIGENCE; (B) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (C) EVEN IF WE ARE ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (D) EVEN IF YOUR REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. If applicable law limits the application of the provisions of this Section 8, our liability will be limited to the maximum extent permissible.

8.	Severability. To the extent permitted by law, we waive and you waive any provision of law that would render any clause of this License invalid or otherwise unenforceable in any respect. In the event that a provision of this License is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this License will continue in full force and effect.

9.	Independent Contractors. We are not your agent and you are not our agent and so neither party may bind the other in any way. The parties are independent contractors and will represent themselves in all regards as independent contractors.

10.	No Waiver. Neither party will be deemed to have waived any of its rights under this License by lapse of time or by any statement or representation other than in an explicit written waiver. No waiver of a breach of this License will constitute a waiver of any prior or subsequent breach of this License.

11.	Force Majeure. To the extent caused by force majeure, no delay, failure, or default will constitute a breach of this License.

12.	Assignment & Successors. Neither party may assign this License or any of its rights or obligations hereunder without the other’s express written consent, except that either party may assign this License to the surviving party in a merger of that party into another entity. Except to the extent forbidden in the previous sentence, this License will be binding upon and inure to the benefit of the respective successors and assigns of the parties.

13.	Choice of Law & Jurisdiction. This License will be governed solely by the internal laws of the State of Florida, without reference to such State’s principles of conflicts of law. The parties consent to the personal and exclusive jurisdiction of the federal and state courts in or for Brevard County, Florida.

## Enterprise Server License

BINARY NINJA™ ENTERPRISE SERVER LICENSE

Preamble and Definitions
This License Agreement (the "License") is entered into between you ("you" or "your") and Vector 35 Inc, a Delaware corporation ("us", "we" or "our",) that owns Binary Ninja™ Enterprise Server, a software application (the "Server Software") that is subject to the terms and conditions of this License.
	
You, your employees and authorized subcontractors which you permit to access the Server Software via Client Software ("Enterprise Users") are subject to the Enterprise Client License ("ECL").  Server Software is accompanied with a minimum of three floating ECLs, which number may be increased depending on your purchase (“Maximum Simultaneous Users”.)

The terms “you” or “your” in this License mean you as the Server Software licensee.  The terms "you" and "your" include you or the entity on behalf of which you are accepting the License, and you represent that you have the authority to bind that entity. Any reference to “we”, “us”, or “our” means Vector 35 Inc, a Delaware Corporation, the company that owns the Server Software.

We will license the Server Software to you under the terms and conditions in this License. By installing the Server Software, you agree to be bound by the terms of this License. If you do not agree to the terms of this License, please do not install or attempt to use the Server Software.

1.	Non-Exclusive License Grant.
a.	Under the terms of this License, the Server Software is licensed on a non-exclusive basis and is not sold. You receive no title to or ownership of the Server Software itself. This License grants you the right to install a copy of the Server Software and use it on particular server you own (the “Designated Server”), which Designated Server may be accessed by any Enterprise User(s), up to the Maximum Simultaneous Users.
b.	Enterprise User(s) shall install a local client and, after agreeing to the ECL, authenticate with an Enterprise User account created by your Server Software Administrator.  You may install local clients on an unlimited number of computers, but in no event shall you or Enterprise Users simultaneously operate more instances of local clients than the Maximum Simultaneous Users. 
c.	ECLs may be ‘checked out’ from the Server Software’s Maximum Simultaneous Users for local use for a duration selected by the Enterprise User (“Check-out Period”).  For the duration of the Check-out Period, or until earlier checked-in by Enterprise User, the Enterprise Client software may be used locally without authenticating with the Server Software, however, the Maximum Simultaneous Users shall be decreased by one for each ECL checked out until the expiration of the Check-out Period.
d.	If you will use the Server Software on any servers other than the Designated Server that the application will be installed on, then you are required to obtain additional licenses for each such server upon which the Server Software will be installed. If your needs multiple disparate Enterprise Servers, please contact us for alternative licensing arrangements. All rights not expressly granted herein reserved by us.

2.	License Fee. Prices are subject to change without prior notice and the price of a License today does not guarantee a similar price in the future.

3.	Term and Termination. 

a.	License is valid for one year from date of purchase, unless renewed. 
b.	Your license to the Server Software automatically terminates if you fail to comply with the terms of this License.
c.	Upon termination of this License, all licenses granted in Section 1 will terminate, and you will be unable to use the collaboration features of the Server Software.
d.	Floating EULs shall survive termination, and you may continue to use these licenses in perpetuity, provided that the Server Software is maintained as a license server. You will retain the ability to access databases and content created collaboratively on a read-only basis.
e.	The following provisions will survive termination of this License: (i) your obligation to pay for services rendered before termination; (ii) Sections 6 through 14; and (iii) any other provision of this License that must survive termination to fulfill its essential purpose.

4.	Modification and Upgrades. We may, from time to time, and in certain cases for a fee, replace, modify or upgrade the Server Software. The license fee includes free upgrades for the duration of the license term. When accepted by you, any such replacement or modified Server Software code or upgrade to the Server Software will be considered part of the Server Software and subject to the terms of this License (unless this License is superseded by a further License accompanying such replacement or modified version of or upgrade to the Server Software).

5.	Restrictions. Subject to applicable copyright, trade secret and other laws, you are permitted under this License to reverse engineer or decompile the Server Software but you may not alter, duplicate, modify, rent, lease, loan, sublicense, create derivative works from or provide others with the Server Software in whole or part, or transmit or communicate any of the Server Software over a network in order to share it with others. These restrictions include prohibitions on use of the Server Software for service bureau or time-sharing purposes or in any other way allow third parties to exploit the Server Software. Time-sharing means sharing the Server Software with customers or other third parties and permitting their use of the Server Software as a service. Service bureau involves your use of the Server Software on behalf of third parties, instead of your own use. It is your responsibility to determine if your use of the Server Software is in compliance with applicable laws.

6.	Export Restrictions. You must use the Server Software in accordance with export laws and this means that you may not export, ship, transmit or re-export the Server Software, in whole or in part, in violation of any applicable law or regulation including but not limited to applicable export administration regulations issued by the U.S. Department of Commerce.

7.	Disclaimer of Warranties. The Server Software is provided "as is" which means that we are providing no warranty of any kind. WE MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. We do not warrant that the Server Software will perform without error or that it will run without interruption.

8.	Limitation of Liability. IN NO EVENT WILL OUR LIABILITY ARISING OUT OF OR RELATED TO THIS LICENSE EXCEED THE AGGREGATE OF FEES PAYABLE TO US UNDER THIS LICENSE (INCLUDING FEES BOTH PAID AND DUE) AT THE TIME OF THE EVENT GIVING RISE TO THE LIABILITY. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES. THE LIABILITIES LIMITED BY THIS SECTION 8 APPLY: (A) TO LIABILITY FOR NEGLIGENCE; (B) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (C) EVEN IF WE ARE ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (D) EVEN IF YOUR REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. If applicable law limits the application of the provisions of this Section 8, our liability will be limited to the maximum extent permissible.

9.	Severability. To the extent permitted by law, we waive and you waive any provision of law that would render any clause of this License invalid or otherwise unenforceable in any respect. In the event that a provision of this License is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this License will continue in full force and effect.

10.	Independent Contractors. We are not your agent and you are not our agent and so neither party may bind the other in any way. The parties are independent contractors and will represent themselves in all regards as independent contractors.

11.	No Waiver. Neither party will be deemed to have waived any of its rights under this License by lapse of time, course of dealing, nor by any statement or representation other than in an explicit written waiver. No waiver of a breach of this License will constitute a waiver of any prior or subsequent breach of this License.

12.	Force Majeure. To the extent caused by force majeure, no delay, failure, or default will constitute a breach of this License.

13.	Assignment & Successors. Neither party may assign this License or any of its rights or obligations hereunder without the other’s express written consent, except that either party may assign this License to the surviving party in a merger of that party into another entity. Except to the extent forbidden in the previous sentence, this License will be binding upon and inure to the benefit of the respective successors and assigns of the parties.

14.	Choice of Law & Jurisdiction. The laws of the State of Florida, excluding its conflict of law provisions, govern all matters (including, without limitation, the validity, interpretation, and construction) of the License, any dispute, claim, or proceeding arising out of or in connection with the License, or the subject matter or formation (including non-contractual disputes or claims) of such matters.  If either party brings against the other any proceeding arising out of this License, such proceeding will be heard exclusively in the United States District Court for the Middle District of Florida, Orlando Division, or, only if there is no Federal subject matter jurisdiction, in any state court of Florida sitting in Brevard County, and each party consents and submits to the exclusive jurisdiction of those course for purposes of any such proceeding.

