SUPERCEDE INC.  BETA VERSION LICENSE AGREEMENT

CAREFULLY READ THE FOLLOWING LICENSE AGREEMENT BEFORE INSTALLING THE SOFTWARE.  BY INSTALLING THE SOFTWARE, YOU, THE "LICENSEE", ACCEPT THE TERMS OF THIS AGREEMENT.  IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, DO NOT INSTALL THE SOFTWARE.

1.  		License.
Subject to the terms and conditions of this Agreement, SuperCede Inc.  grants Licensee a nonexclusive, nontransferable, royalty-free license to use the Software at the above location solely for the purpose of testing and evaluating the Software.  The rights granted under this Agreement are granted only to Licensee and may not be assigned or transferred to any other party.  This Agreement does not confer any rights of ownership to Licensee; title to the Software remains in SuperCede Inc.or SuperCede Inc. 's licensors.  Licensee may use the Software only for evaluation and testing and not for general production use.  Licensee hereby acknowledges SuperCede Inc. 's copyright in the Software regardless of whether copyright notices appear on the Software or whether it has been filed with the copyright office.  Licensee may duplicate the Software for backup purposes provided that copyright and other restricted rights notices are also reproduced.  Licensee may not  (i) copy the written materials accompanying the Software ("Manuals"); (ii) use, copy, modify, translate, or merge the Software except as provided in this agreement; (iii) reverse-engineer, disassemble, or decompile the Software or otherwise attempt to determine its underlying source code or permit any such actions; or (iv) transfer, sublicense, rent or lease all or any portion of the Software.

2.	Evaluation.

In consideration for receiving the pre-release Software, Licensee agrees to evaluate the Software and provide SuperCede Inc.  with such reports and feedback as SuperCede Inc.  may reasonably request, including descriptions of any problems with the Software.  SuperCede Inc.  shall have no obligation to resolve any such problems, to correct any bugs, to establish compatibility with any other software, hardware or prior or future versions of the Software, or to release the Software as a product.  SuperCede Inc. may publish or make such use of Licensee's feedback as it determines in its sole discretion to be appropriate, including incorporation into the Software of any suggestions made by Licensee without compensation to Licensee.

3.	Non-Disclosure.

The Software has not been released by SuperCede Inc.  and includes Confidential Information as described herein.  Licensee agrees not to use Confidential Information for any purpose other than the implementation of this Agreement.  Licensee agrees to take at least the same degree of care as it takes with its own confidential information (but in no event less than a reasonable degree of care) to insure that Confidential Information is not disclosed or distributed by its employees or agents in violation of the provisions of this Agreement.  

"Confidential Information" means the Software, the Software documentation, code incorporated in the Software, software applications developed using the Software, capabilities or functionality of the Software, compatibility of the Software with other software, command structures of the Software, or test and evaluation results for the Software.  

Nothwithstanding the foregoing, Confidential Information does not include any information which:  (a) was in Licensee's lawful possession prior to the disclosure and had not been obtained by Licensee either directly or indirectly from SuperCede Inc. ; (b) is lawfully disclosed to Licensee by a third party without restriction on disclosure; (c) is independently developed by Licensee; or (d) is or becomes publicly available without breach of this Agreement.  It shall be Licensee's burden to show information is not Confidential Information.

4.	Term and Termination.

This Agreement shall be in effect so long as Licensee is participating in the evaluation of prerelease Software and with respect to particular Software products until commercial release of the Software.  If any of the terms and conditions of this Agreement are breached by Licensee, in addition to all other legal rights and remedies, SuperCede Inc.  may terminate this Agreement.  Upon expiration or termination of this Agreement, Licensee shall cease all use of the Software, shall return to SuperCede Inc.  or destroy the Software and any copies thereof, and erase all electronic copies of the Software.  If requested by SuperCede Inc. , Licensee shall certify in writing to SuperCede Inc.  that Licensee has not retained the Software or any copies of the Software or any portion thereof.  Sections 3 through 10 shall survive the termination or expiration of this Agreement.

5.	Disclaimer of Warranty.

The Software is experimental in nature and provided to Licensee for evaluation and testing purposes only, exclusive of any warranty.   TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SUPERCEDE INC.  AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.  SuperCede Inc.  does not warrant that the software will meet Licensee's requirements or that its operation will be uninterrupted or error free.  The Software is accepted "AS IS," and owing to its experimental nature, Licensee is advised not to rely on the Software for any reason.

LICENSEE AGREES THAT SUPERCEDE INC.  SHALL NOT BE LIABLE FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, SPECIAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES ARISING FROM USE OF THE SOFTWARE OR RELATED MATERIALS.  IN NO EVENT SHALL SUPERCEDE INC. 'S LIABILITY FOR ANY DAMAGES HEREUNDER EXCEED THE AMOUNTS RECEIVED BY SUPERCEDE INC.  FROM LICENSEE IN CONNECTION WITH THIS AGREEMENT.

6.	Breach.

Licensee acknowledges that the breach, or threatened breach, of this Agreement would give rise to irreparable injury to SuperCede Inc.  which would be inadequately compensated in money damages.  Accordingly, SuperCede Inc.  may seek and obtain a restraining order and/or an injunction prohibiting the breach, or threatened breach, of any provision of this Agreement, in addition to, and not in limitation of, any other legal remedies which may be available to SuperCede Inc. .  The prevailing party in any action to enforce this Agreement shall be entitled to recover from the other party reasonable sums as attorneys' fees and expenses in connection with such action, including appeal.

7.	Export.

Licensee may not export the Software, or any portion thereof.

8.	U.S. Government Restricted Rights.

The Software and documentation are provided with Restricted Rights.  Use, duplication or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable.  Contractor/manufacturer is SuperCede Inc.  Corporation, 110 - 110th Avenue N.E., Suite 700, Bellevue, WA 98004.

9.	Governing Law.

This Agreement shall be governed by the internal laws of the State of Washington.





