NOVOSOFT Development LLC LICENSE AGREEMENT BY INSTALLING OR USING THE SOFTWARE (AS DEFINED BELOW) OR ANY PART THEREOF, YOU ARE CONSENTING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT INSTALL AND DO NOT USE THE SOFTWARE. Novosoft Development LLC (hereafter referred to as "Novosoft") and You (hereafter referred to as "Licensee") hereby enter into this Novosoft License Agreement (hereafter referred to as "Agreement") intending to be legally bound and agree upon all the terms and conditions of this Agreement. 1. The Software. The Software shall mean "RTF TO XML" software in object code (executable format), including RTF TO XML libraries (run-time) associated documentation (if any, operating manuals, user instructions, technical literature and other materials, in eye-readable and/or electronic form) included into distribution package. 2. Title. Novosoft hereby represents and warrants to Licensee that Novosoft has full right and authority to grant the rights set forth in this Agreement to the Licensee under this Agreement. 3. License. Subject to the provisions contained herein, Novosoft hereby grants to Licensee a worldwide, non-exclusive, non-transferable (without the right to sublicense) license to use a single copy of the Software thereof, in object code only. The Licensee is entitled to use the Software thereof as a component of any other software program on a single server that can have several processors, only. Licensee is not entitled to make copies of the Software, other than a single copy of the Software for archival purposes. Licensee is not entitled to sell the Software and any derivative works thereof. 4. Proprietary rights. Title, ownership rights, and intellectual property rights of whatever nature in the Software are and shall remain the property of Novosoft and Novosoft reserves the right to grant licenses to use the Software to any other party or parties. Implied licenses are negated. Licensee shall notify Novosoft immediately if Licensee becomes aware of any unauthorized use of the whole or any part of the Software by any person. 5. License restrictions. The Software is licensed to Licensee only under the terms of this Agreement, and Novosoft reserves all rights not expressly granted to Licensee. Licensee may not use, copy, modify, sublicense, rent, lease or transfer any part of the Software, or any copy thereof, except as expressly provided for in this Agreement. Except as otherwise provided by law for purposes of decompilation of the Software solely for inter-operability, Licensee may not reverse engineer, disassemble, decompile, or otherwise translate the Software, or otherwise attempt to derive the source code of the Software. Licensee may not assign, sub-license or otherwise transfer the License whether in whole or in part. If the Software is the source code, Licensee must use reasonable efforts to maintain the confidentiality of the source code, including ensuring that the Software used only for the purposes it is licensed, and that the Software is not otherwise used or copied. Licensee may not change or modify the source code of the Software, or any part or copy thereof, except as expressly provided for in this Agreement. This Agreement does not grant Licensee any right to any other versions of the Software, including all upgrades, derivatives, enhancement or other editions of the Software. Novosoft may revise or cease to provide the Software or its functionality or any part thereof including without limitation, loss of compatibility, denial of access to the functionality of the Software or the Novosoft network, system, web site, servers, various directories and listings, message boards, tools, information and databases, commercial activities related thereto or any part thereof, from time to time without prior notification to Licensee. 6. Payments. Licensee shall pay to Novosoft the License fee of $300 (three hundred US dollars) for a single processor plus $100 (one hundred US dollars) per each additional processor. 7. Warranty Disclaimer. THE SOFTWARE IS PROVIDED AS IS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT AND UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL NOVOSOFT BE LIABLE TO LICENSEE OR ANY OTHER PARTY FOR ANY INDIRECT, SPECIAL, PUNITIVE INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF GOODWILL, LOSS OF POTENTIAL REVENUES, LOSS OF BUSINESS OPPORTUNITIES, PROFITS, BUSINESS INTERRUPTION, WORK STOPPAGE, COMPUTER FAILURE, LOSS OF PROGRAMS OR INFORMATION OR MALFUNCTION, RECOVERY OR SUBSTITUTION COSTS, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES OR ANY OTHER DAMAGES ARISING IN ANY WAY OUT OF THE AVAILABILITY, USE, RELIANCE ON, OR INABILITY TO USE THE SOFTWARE EVEN IF NOVOSOFT HAD BEEN INFORMED OR SHALL HAVE BEEN INFORMED OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE OR (ii) FOR ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER DYSFUNCTION IN, OR DESTRUCTIVE PROPERTIES OF ANY INFORMATION. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, NOVOSOFT'S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. 8. Confidentiality. Licensee undertakes to treat as confidential and keep secret all information contained or embodied in the Software and all information conveyed to Licensee by the Licensor (hereinafter "Information"). Licensee must use reasonable efforts to maintain the confidentiality of the Information, including ensuring that the Software used only for the purposes it is licensed, and that the Software is not otherwise used or copied. The foregoing obligation shall remain in full force and effect notwithstanding any termination of this Agreement. 9. License Right. All inventions, copyrights, intellectual property, trade secrets or any other derived product created by Licensee through legal (without any breach of this Agreement) use of the Software shall be the sole property of Licensee. Licensee hereby grant to Novosoft a worldwide, irrevocable, royalty-free license under all intellectual property rights (including copyright) to use, copy, distribute, sublicense, display, perform and prepare derivative works based upon any feedback, including materials, fixes, error corrections, enhancements, Software derivatives, suggestions and the like that Licensee provide to Novosoft or becomes known to Novosoft independently. The foregoing license shall remain in full force and effect notwithstanding any termination of this Agreement. 10. Indemnification. Licensee agrees to indemnify and hold harmless Novosoft against all claims for damage to property or injury to persons resulting or arising from the use of this license granted. Licensee shall indemnify and hold harmless Novosoft from and against any and all claims actions, liabilities, damages, losses, costs and expenses including attorney's fees, costs and expenses made by persons for any matter relating to the use, possession, or licensing of the Software arising out of or relating to the Licensee's infringement or unauthorized use of the Software. 11. Termination. This Agreement shall become effective from the date of License Fee receipt by Novosoft and shall continue until terminated. The Agreement will terminate automatically with no delay, if (i) Licensee violates any obligation of this Agreement or fails to comply with any provision of this Agreement or limitation described herein; or (ii) Novosoft gave Licensee a 48 hours prior notice of termination; or (iii) Novosoft posted a notice of termination on the Novosoft network or web site. Upon termination of this Agreement Licensee agrees to immediately cease use of and destroy all copies of the Software in Licensee possession and not to use the Software without a special license from Novosoft. 12. Changeability. Novosoft reserves the right to change this Agreement from time to time. Licensee agrees that Licensee continuing to use the Software beyond a period of 30 days after a notice of such change has been provided on the Novosoft network or web site for the first time, shall constitute Licensee consent to the new or revised Agreement. 13. Maintenance and support. Novosoft has no obligation to provide maintenance or support for the Software under this Agreement. Maintenance and support services shall be the subject of additional agreement between Novosoft and Licensee. 14. Remedies. Licensee agrees that any breach or threatened breach of the terms of this Agreement by Licensee will cause to Novosoft immediate and irreparable injury. In the event Novosoft shall bring any action to enforce or protect any of its rights under this Agreement, the prevailing party shall be entitled to recover, in addition to its damages, all reasonable legal fees, costs and expenses, including, but not limited to, attorney and paralegal fees, incurred in connection therewith throughout all negotiations, trials or appeals undertaken. The foregoing remedy shall be in addition to, and not in limitation of, any other rights or remedies to which Novosoft is or may be entitled at law or in equity under this Agreement or otherwise. 15. Governing Law. This agreement is governed by the laws of the Russian Federation. If for any provision or portion thereof of the License agreement is found to be unenforceable by a court of competent jurisdiction, that provision shall be enforced in such manner as to effect the intention of the parties hereof, and the remainder of the License agreement shall continue in full force and effect. 16. Miscellaneous. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the Parties, and the remaining portions shall remain in full force and effect. RTF TO XML Professional version Novosoft License Agreement Copyright (c) Novosoft Development LLC 2004-2006