SQL2XML Alpha License Agreement
August 10th, 2000

IMPORTANT: THIS LICENSE AGREEMENT IS A LEGAL DOCUMENT BETWEEN YOU ("YOU") AND Montebello Partners ("Montebello Partners") WHICH GOVERNS YOUR USE OF Montebello Partners' SQL2XML SOFTWARE ("SOFTWARE").  By DOWNLOADING, using, copying, transmitting, distributing or installing the Software, you agree to all of the terms of this LICENSE AGREEMENT ("AGREEMENT"). If you do not agree to any of the terms of this License, then you must not DOWNLOAD, use, copy, transmit, distribute, or install the Software.

1. Ownership of the Software.

The Software and all accompanying material, including documentation, in written or electronic form, and all copies and derivative works thereof, are owned by Montebello Partners and are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.

2. Grant of Limited License.

Subject to and provided that you comply with terms and conditions of this Agreement, Montebello Partners grants you a non-exclusive, non-transferable, revocable, limited right to use, display, copy, and execute the Software.

2.1 Prohibited Use. You may NOT:

  1. modify, translate, reverse engineer, decompile, disassemble or create derivative works based on the Software or permit others to do so;
  2. bypass, defeat or disable any feature or function of the Software including expiration;
  3. resell, rent, or distribute the software in exchange for any fee;
  4. remove or modify any proprietary notices or labels in the Software;
  5. infringe on Montebello Partners' or Copyrights, Trademarks or Patents;

3. Compliance with Law.

Your use of the Software may be restricted by applicable law, and you agree to use the Software only in compliance with all applicable laws, rules, regulations, copyright, trademark and patent laws, governmental orders and decrees.  You will not download or otherwise export or re-export the Software or any underlying information or technology, except in full compliance with all United States and other applicable laws and regulations.

4. Software Upgrades.

Montebello Partners may, at any time in its sole discretion, make available updates of the Software. However, nothing in this License Agreement grants you any right to receive any enhancement, bug-fixes, upgrade or update of the Software. Unless Montebello Partners indicates otherwise in providing an update of the Software, the terms of this License Agreement shall apply to any upgrade, enhancement, bug fixes, additional modules or update of the Software.

5. Termination.

This License Agreement is personal to You and You agree not to assign Your rights herein. The term of the license granted herein is until the expiration date displayed by the software unless earlier terminated upon default or as otherwise set forth herein. the license shall be deemed revoked if you do not comply with any of the terms of this License Agreement.  Upon termination, You agree to immediately end your use of the Software and return or destroy all copies of the Software.

Montebello Partners may change the terms of this License Agreement at any time. Such changes and their effective date will be posted on the Montebello Partners website at http://www.montebellopartners.com and/or Montebello Partners may attempt to notify you of these changes through other means. You agree to review changes to this License Agreement and if any change is not acceptable to you, you agree to terminate use of Software immediately. Your continued use of the Software after the effective date of any such change constitutes acceptance of all such changes.

6. High Risk Activities.

The Software is not fault-tolerant and is not designed, manufactured or intended for use or resale in conjunction with on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Software could lead directly to death, personal injury, or severe physical, personal, business or environmental damage (High Risk Activities). Montebello Partners specifically disclaims any and all liability in high risk environments.

7. Warranty Disclaimers.

You acknowledge that the Software is a work in process and may contain bugs which may cause loss of data.

Montebello Partners MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY OF THIS SOFTWARE FOR ANY PURPOSE. THE SOFTWARE IS PROVIDED 'AS IS'. TO THE EXTENT ALLOWABLE UNDER APPLICABLE LAW MONTEBELLO PARTNERS DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. Montebello Partners SHALL NOT BE LIABLE UNDER ANY THEORY FOR ANY DAMAGES SUFFERED BY YOU OR ANY USER OF THE SOFTWARE. Montebello Partners SHALL NOT BE LIABLE UNDER ANY THEORY FOR ANY DAMAGES SUFFERED BY ANY THIRD PARTY BY YOUR USAGE OF SOFTWARE TO ACCESS ANY THIRD PARTY CONTENT. Montebello Partners MAKES NO REPRESENTATION THAT THE SOFTWARE IS ERROR-FREE OR THAT Montebello Partners WILL SUPPORT THE SOFTWARE AND/OR WILL ISSUE UPDATES TO THE SOFTWARE. THESE EXCLUSIONS MAY NOT BE EFFECTIVE IN CERTAIN JURISDICTIONS, SO THIS EXCLUSION MAY NOT APPLY TO YOU.

8. Limitation of Montebello Partners' Liability.

IN NO EVENT WILL Montebello Partners, its successors or assignees BE LIABLE

  1. FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, AND THE LIKE) ARISING IN ANY WAY OUT OF ANY BREACH OF THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF Montebello Partners SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE; OR
  2. FOR ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN OR DESTRUCTIVE PROPERTIES OF THE SOFTWARE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

9. Miscellaneous.

9.1 Entire Agreement. This License Agreement constitutes the entire agreement between Montebello Partners and You respecting the subject matter hereof and fully supersede any and all other agreements, either oral or in writing. You acknowledge and agree that you have read this License Agreement and understand its terms. If applicable, "You" or "Your" as referred to herein above means the person, entity or company (the "Company") at which the Software is installed pursuant to this agreement. In such event, You warrant and represent that as the individual clicking on the "accept" button below and/or installing the Software You are authorized to enter into this agreement on behalf of the Company.

9.2 Legal Actions. This License Agreement shall be governed by and construed in accordance with the laws of the State of California of the United States without regarding to any conflict of laws principles. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. The exclusive personal jurisdiction of and venue for all disputes arising out of this License Agreement shall be the state and federal courts located in Santa Clara County, California, United States of America and you consent to such jurisdiction and waive all objections to such jurisdiction and venue.

9.3 Severability. If any provision of this License Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to effect the original intentions of the parties, and the remainder of this License Agreement shall remain in full force and effect.

9.4 No Waiver. Any failure of Montebello Partners to enforce any provision of this License Agreement shall not constitute a waiver of any rights under such provision or any other provision under this License Agreement and any purported waiver of rights must be set forth in a written instrument to be enforceable.

9.5 US Government Restricted Rights. Use, duplication or disclosure by the Government is subject to restrictions set forth in subparagraphs (a) through (d) of the Commercial Computer-Restricted Rights clause at FAR 52.227-19 when applicable, or in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, and in similar clauses in the NASA FAR Supplement.  The manufacturer is Montebello Partners, 4966 El Camino Real, Los Altos, California 94022.