ARCHITECTURE EXPERT DESIGN ASSISTANT (ArchE) TOOL
SOFTWARE LICENSE AGREEMENT
INTERNAL USE ONLY

BY CLICKING ON THE "I AGREE" BUTTON AND/OR USING THE SOFTWARE, YOU ARE AGREEING TO THE TERMS OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT CHECK THE BOXES BELOW AND YOU MAY NOT USE OR INSTALL THE SOFTWARE.

This is a license agreement ("Agreement") between your company (if being installed and used at a company) or self (if being installed and used by an individual) (the user is called "Licensee" or "you" in this Agreement) and Carnegie Mellon University (called "Licensor" in this Agreement). All rights not specifically granted to you in this Agreement are reserved to Licensor.

RESERVATION OF OWNERSHIP AND GRANT OF LICENSE: Licensor retains exclusive ownership of any copy of the Software (as defined below) licensed under this Agreement and hereby grants to Licensee a non-exclusive, non-transferable license to use the Software, without the right to sublicense, as further described in this Agreement. From the date of receipt, Licensee agrees to use its best efforts to protect the Software from unauthorized use, reproduction, distribution, or publication.

As used in this Agreement, the term "Software" means all or any portion of the code (including but not limited to source code) made accessible to Licensee by Licensor pursuant to this Agreement, commonly referred to as the "ArchE Tool." It includes also includes any and all documentation and instructions related to it that are provided or made available to you.

PERMITTED USES: The Software may be used for your own internal purposes consistent with this Agreement. You may modify and create derivatives of the Software (the "Derivatives"), but you hereby assign to Carnegie Mellon any and all rights in such Derivatives and you agree that you will only use those Derivatives with the Software and consistent with the license rights granted in this Agreement.

USES NOT PERMITTED: You may not sell, rent, lease, sublicense, lend, time-share or transfer, or provide third parties access to, any or all of the Software and/or any Derivatives made by you.

You are not granted any trademark license as part of this Agreement and may not use any names or trademarks of Licensor, including without limitation the name or mark "ArchE Tool," "Carnegie Mellon," "SEI," or any renditions thereof without the prior written permission of Licensor.

FEEDBACK: It is anticipated that you will provide suggestions and/or feedback regarding the Software. You agree that Licensor may make use of any of your feedback and/or suggestions and that you are not entitled to any compensation related thereto.

CONFIDENTIALITY: You acknowledge that the Software provided under this Agreement is considered the confidential information of Licensor, you agree to keep the Software confidential and to use the Software only in accordance with the terms of this Agreement.

COPYRIGHT: The SEI-ArchE system was conceived and developed by Carnegie Mellon University Software Engineering Institute with participation by Robert Bosch GmbH. and is protected by United States copyright laws and applicable international treaties and/or conventions.

BACKUPS: If Licensee is an organization, it may make that number of copies of the Software necessary for internal use at a single site within its organization provided that all information appearing in or on the original labels, including the copyright and trademark notices are copied onto the labels of the copies.

ASSIGNMENT: You may not assign this Agreement or your rights hereunder without the prior written consent of Licensor. Any attempted assignment without such consent shall be null and void.

TERM: The term of the license granted by this Agreement is from Licensee's acceptance of this Agreement by clicking "I Agree" below for a period of two (2) years.

The Agreement automatically terminates without notice if you fail to comply with any provision of this Agreement. Licensee may also terminate this Agreement by ceasing using the Software. Upon any termination of this Agreement, Licensee will delete any and all copies of the Software. The parties hereby agree that all provisions which operate to protect the proprietary rights of Licensor shall remain in force should breach occur and that the obligation of confidentiality described in this Agreement is binding in perpetuity and, as such, survives the term of the Agreement.

FEE: Provided Licensee abides completely by the terms and conditions of this Agreement, there is no fee due to Carnegie Mellon for Licensee's use of the Software in accordance with this Agreement.

DISCLAIMER OF WARRANTIES: THE SOFTWARE IS PROVIDED "AS-IS" WITHOUT WARRANTY OF ANY KIND INCLUDING ANY WARRANTIES OF PERFORMANCE OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR OF NON-INFRINGEMENT. LICENSEE BEARS ALL RISK RELATING TO QUALITY AND PERFORMANCE OF THE SOFTWARE AND RELATED MATERIALS.

EXCLUSIVE REMEDY AND LIMITATION OF LIABILITY: To the maximum extent permitted under applicable law, Licensor shall not be liable for direct, indirect, special, incidental, or consequential damages or lost profits related to Licensee's use of and/or inability to use the Software, even if Licensor is advised of the possibility of such damage. Licensee's sole remedy under this Agreement is to cease using the Software.

SUPPORT AND MAINTENANCE: No Software support or training by the Licensor is provided as part of this Agreement.

SEVERABILITY: If any provision(s) of this Agreement shall be held to be invalid, illegal, or unenforceable by a court or other tribunal of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

NO IMPLIED WAIVERS: No failure or delay by Licensor in enforcing any right or remedy under this Agreement shall be construed as a waiver of any future or other exercise of such right or remedy by Licensor.

GOVERNING LAW & DISPUTES: All claims and/or controversies of every kind and nature arising out of or relating to this AGREEMENT, including any questions concerning its existence, negotiation, validity, meaning, performance, non-performance, breach, continuance or termination shall be settled (1) at SEI's election, by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules and, in such case (a) the arbitration proceedings shall be conducted before a panel of three arbitrators, with each party selecting one disinterested arbitrator from a list submitted by the AAA and the two disinterested arbitrators selecting a third arbitrator from the list, (b) each party shall bear its own costs of arbitration, (c) all arbitration hearings shall be conducted in Allegheny County, Pennsylvania, and (d) the provisions hereof shall be a complete defense to any suit, action or proceeding instituted in any Federal, state or local court or before any administrative tribunal with respect to any claim or controversy arising out of or relating to this AGREEMENT and which is arbitrable as provided in this AGREEMENT, provided that either party may seek injunctive relief in a court of law or equity to asset, protect or enforce its rights in any intellectual property and/or confidential or proprietary information as described in this AGREEMENT, or (2) in the event that SEI does not elect binding arbitration as permitted in point (1) above, exclusively in the United States District Court for the Western District of Pennsylvania or, if such Court does not have jurisdiction, in any court of general jurisdiction in Allegheny County, Pennsylvania and each party consents to the exclusive jurisdiction of any such courts and waives any objection which such party may have to the laying of venue in any such courts.

EXPORT: LICENSEE agrees to comply with any and all applicable U.S. export control laws, regulations, and/or other laws related to embargoes and sanction programs administered by the Office of Foreign Assets Control with respect to its use of the SOFTWARE.

GOVERNMENT RIGHTS:
The ArchE Tool was created in the performance of Federal Government Contract Number F19628-00-C-0003 with Carnegie Mellon University for the operation of the Software Engineering Institute, a federally funded research and development center. The Government of the United States has a royalty-free government-purpose license to use, duplicate, or disclose the ArchE Tool, in whole or in part and in any manner, and to have or permit others to do so, for government purposes pursuant to the copyright license under Federal Acquisition Regulation §252.227-7013.

ENTIRE AGREEMENT: This Agreement constitutes the sole and entire agreement of the parties as to the matter set forth herein and supersedes any previous agreements, understandings, and arrangements between the parties relating hereto.