ALM WORKS LTD -- Free Product End User License Agreement -- Version 1.0 -- 2006-05-15

IMPORTANT! READ CAREFULLY: THIS IS A LEGAL AGREEMENT. BY DOWNLOADING, INSTALLING, COPYING, SAVING ON YOUR COMPUTER, OR OTHERWISE USING FREELY DISTRIBUTED ALM WORKS SOFTWARE, YOU (LICENSEE, AS DEFINED BELOW) ARE BECOMING A PARTY TO THIS AGREEMENT AND YOU ARE CONSENTING TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU SHOULD NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE.

This End User License Agreement ("Agreement") is a legally binding agreement between you, on behalf of yourself and the legal entity for whom you are downloading and installing the software, or that has given you the authorization to use the software, whether explicit or implied ("Licensee", "You") and ALM Works Ltd, the developer and the owner of the software ("Licensor", "ALM Works").

1. DEFINITIONS

1.1 "Product" means all software and documentation that is owned by ALM Works and is made available by ALM Works for download and use without charge, and that is downloaded, installed or used by the Licensee.

2. GRANT OF LICENSE

Provided that You agree and fully comply with this Agreement, subject to the terms and conditions set forth in this Agreement, ALM Works grants You a non-exclusive, non-transferable, limited license to use the Product as follows:

2.1 You may:

2.1.1 Install and use the Product on multiple computers, operating systems and accounts;

2.1.2 Make backup copies of the Product;

2.1.3 Copy or transfer the Product to others, and let others use the Product, provided that they fully comply with this Agreement and consent to be bound by this Agreement.

2.2 You may not:

2.2.1 Decompile, disassemble, reverse engineer, modify, or translate the Software or otherwise attempt to discover the source code. You are given notice that any and all information obtained during such lawful reverse engineering and/or decompiling activities, including, but not limited to, the organization, logic, algorithms, and processes of the Product, is and shall remain the confidential and proprietary information of ALM Works or its licensors;

2.2.3 Modify the Product, create derivative works based on the Product, attempt to modify the Software, or attempt to create derivative works based on the Product without prior written consent of the Licensor.

3. OWNERSHIP

The Product is the property of the Licensor. The Product is licensed, not sold or otherwise transferred. You acknowledge and agree that:

3.1 The Product is protected under International and U.S. copyright laws;

3.2 ALM Works and its licensors retain all copyrights and other intellectual property rights in the Product;

3.3 There are no implied licenses under this Agreement, and any rights not expressly granted to you hereunder are reserved by ALM Works;

3.4 You acquire no ownership or other interest (other than your license rights) in or to the Product, including, but not limited to, any rights or interest in or to any trademark, service mark, logo or trade name of ALM Works or its licensors.

4. NO WARRANTY. LIMITATION OF LIABILITY

THE PRODUCT IS PROVIDED ``AS IS'' AND ANY EXPRESSED OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED TO THE EXTENT NOT PROHIBITED BY LAW. IN NO EVENT SHALL THE ALM WORKS OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

5. TERMINATION

This Agreement is effective until terminated. You may terminate this Agreement at any time by uninstalling the Product. This Agreement will terminate immediately without notice from ALM Works if you fail to comply with any provision of this Agreement.

You must stop using the Product once the License Agreement is terminated.

6. THIRD-PARTY SOFTWARE

The Product may include the software or other files provided by a third party vendor, which may be subject to additional license restrictions. You agree to abide by the corresponding third-party agreements, which may be found in "license" directory within the Product distribution, or on the third-party vendor's websites.

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If you have any questions about this Agreement, please contact ALM Works Ltd at Times Center, Suite 214; St.Petersburg, 197342; Russian Federation; email: info@almworks.com