ACADEMIC/RESEARCH SOFTWARE LICENSE AGREEMENT


End User Agreement By clicking on the "Checkbox" button, installing, copying or otherwise using the Software, you agree to be bound by the terms of this License Agreement.

IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE AGREEMENT, CLICK ON THE "CANCEL" BUTTON AND/OR DO NOT INSTALL THE SOFTWARE.

YOU AGREE THAT YOUR USE OF THE SOFTWARE AND/OR SERVICES ACKNOWLEDGES THAT YOU HAVE READ THIS LICENSE AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

Poulin Holdings, LLC and Hugin Expert A/S. hereinafter called "POULIN/HUGIN", and ___________________________ hereinafter called `` UNIVERSITY ' have entered into a license under which USERS authorized by the UNIVERSITY shall be authorized to use a computer software product hereinafter called `` POULIN/HUGIN SOFTWARE'', a copy of which has been supplied by POULIN/HUGIN to UNIVERSITY. USER is granted access to "POULIN/HUGIN SOFTWARE'" under the following terms and conditions:

1. Grant. USER acknowledges that USER is given access to POULIN/HUGIN SOFTWARE under a LICENSE granted to UNIVERSITY. USER agrees that USER will use this software and any related documentation solely in connection with academic research, demonstration, education, and proof-of-concept purposes while affiliated with UNIVERSITY. No license, right or interest is given to allow incorporation of this software in any commercial product of USER or UNIVERSITY. No license in any patent, trademark, trade name or service mark of POULIN/HUGIN SOFTWARE or any third party from whom POULIN/HUGIN has acquired such license rights are granted under this License. POULIN/HUGIN SOFTWARE may be used only by USERS on a computer system owned, leased or operated by the LICENSEE. The maximum number of users for POULIN/HUGIN SOFTWARE shall be as specified in the order form.

2. Term. This Agreement shall become effective upon acceptance by USER. The Agreement shall remain in effect until terminated by USER or POULIN/HUGIN with or without cause or until termination of the license agreement between UNIVERSITY and POULIN/HUGIN.

3. Charges. POULIN/HUGIN SOFTWARE is licensed to LICENSEE at no charge. However as consideration for being granted access to the POULIN/HUGIN SOFTWARE, USER agrees to acknowledge use of the POULIN/HUGIN SOFTWARE by proper citation in any applicable press releases, academic papers, and other public communications involving use of the POULIN/HUGIN SOFTWARE. USER also agrees to report any bugs found in operation of the POULIN/HUGIN SOFTWARE to www.PoulinHugin.org.

4. Restricted Use. USER agrees to maintain POULIN/HUGIN SOFTWARE object code in confidence and will not make POULIN/HUGIN SOFTWARE or any derivative thereof available for any use whatsoever in any form to any other individual or firm. USER shall not copy, modify, translate, reverse engineer, decompile, disassemble (except to the extent that this restriction is expressly prohibited by law) or create derivative works based upon the POULIN/HUGIN SOFTWARE or documentation or remove any proprietary notices or labels on the Software or documentation. The USER agrees to take reasonable and customary precautions to prevent unauthorized access to the software or parts thereof by non authorized third parties or unauthorized users. Use of the POULIN/HUGIN SOFTWARE for commercial/production purposes constitutes an agreement to purchase a license in the POULIN/HUGIN SOFTWARE at POULIN/HUGIN's list price and in accordance with POULIN/HUGIN's standard customer license.

5. Non-Assignment. Under no circumstances shall this Agreement or any of the rights granted to USER hereunder be sold, assigned or sub-licensed, voluntarily or by operation by law, to any other person or entity, and any such purported sale, assignment or sub-license shall be void.

6. Warranty. POULIN/HUGIN SOFTWARE is provided without warranty of any kind, either expressed or implied, including without limitation implied warranties or merchantability and fitness for a particular purpose. POULIN/HUGIN disclaims any responsibility for ease of installation, accuracy, completeness or correctness of POULIN/HUGIN SOFTWARE. POULIN/HUGIN does not warrant that POULIN/HUGIN SOFTWARE will meet LICENSEE's requirements or that operations involving POULIN/HUGIN SOFTWARE will be uninterrupted or error free.

7. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT CONTRACT OR OTHERWISE, SHALL POULIN/HUGIN BE LIABLE TO LICENSEE OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR FOR ANY CLAIM BY ANY OTHER PARTY. FURTHER, IN NO EVENT SHALL POULIN/HUGIN"S LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT EXCEED THE LICENSE FEE PAID TO POULIN/HUGIN FOR THE SOFTWARE AND DOCUMENTATION.

8. Disputes and Applicable Law. All disputes arising in connection with this agreement shall be finally settled by arbitration between the USER and POULIN/HUGIN under the rules of conciliation and Arbitration of the International Chamber of Commerce of Brussels. This Agreement shall be governed by, subject to and interpreted in accordance with Danish law. Violation of the terms of this agreement is subject to damages and can according to the circumstances result in legal prosecution as stated in SECTION 9 of the Danish Marketing Practices Act as well as corresponding US law.

9. Entire Agreement: This Agreement constitutes the entire agreement between the parties concerning use of the POULINHUGIN SOFTWARE. This Agreement supersedes any prior verbal understanding between the parties and any purchase order or other ordering document, regardless of whether such document is received by POULINHUGIN SOFTWARE before or after execution of this Agreement.