Software License Agreement

Table of Contents
1. Beam Limited Software License Limited Warranty
2. Software License
3. General Terms Applicable to the Limited Warranty Statement and Software License
4. Trademark Notice

-----------------------------------------------------------------------------------------------------------------

1. Beam Limited Warranty and Software License Limited Warranty


Software. Beam warrants that commencing from the date of delivery to End User Customer and continuing for a period of ninety (90) days: (a) the media on which the Software is furnished will be free of defects in materials and workmanship under normal use; and (b) the Software substantially conforms to its published specifications.  Except for the foregoing, the Software is provided AS IS.  This limited warranty extends only to the End User Customer who is the original licensee. End User Customer's sole and exclusive remedy and the entire liability of Beam and its suppliers under this limited warranty will be, at Beam or its service center's option, repair, replacement, or refund of the Software if reported (or, upon request, returned) to the party supplying the Software to End User Customer, if different than Beam.  In no event does Beam warrant that the Software is error free or that End User Customer will be able to operate the Software without problems or interruptions.  In addition, due to the continual development of new techniques for intruding upon and attacking networks, Beam does not warrant that the Software or any equipment, system or network on which the Software is used will be free of vulnerability to intrusion or attack.

Restrictions. This warranty does not apply if the Product (a) has been altered, except by Beam, (b) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by Beam, (c) has been subjected to abnormal physical or electrical stress, misuse, negligence, or accident; or (d) is sold or, in the case of Software, licensed, for beta, evaluation, testing, or demonstration purposes for which Beam does not receive a payment of purchase price or license fee.

DISCLAIMER OF WARRANTY. EXCEPT AS SPECIFIED IN THIS WARRANTY, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, SATISFACTORY QUALITY OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW. TO THE EXTENT AN IMPLIED WARRANTY CANNOT BE EXCLUDED, SUCH WARRANTY IS LIMITED IN DURATION TO THE WARRANTY PERIOD. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.  THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION.  This disclaimer and exclusion shall apply even if the express warranty set forth above fails of its essential purpose.



2. Software License to the end user will include the following acceptance.

PLEASE READ THIS SOFTWARE LICENSE CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING BEAM OR BEAM-SUPPLIED SOFTWARE.  BY DOWNLOADING OR INSTALLING THE SOFTWARE, OR USING THE EQUIPMENT THAT CONTAINS THIS SOFTWARE, YOU ARE CONSENTING TO BE BOUND BY THIS LICENSE. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS LICENSE, THEN (A) DO NOT DOWNLOAD, INSTALL, OR USE THE SOFTWARE, AND (B) YOU MAY RETURN THE SOFTWARE FOR A FULL REFUND, OR, IF THE SOFTWARE IS SUPPLIED AS PART OF ANOTHER PRODUCT, YOU MAY RETURN THE UNUSED UNOPENED ENTIRE PRODUCT FOR A FULL REFUND. YOUR RIGHT TO RETURN AND REFUND EXPIRES 7 DAYS AFTER PURCHASE FROM BEAM OR AN AUTHORIZED BEAM RESELLER, AND APPLIES ONLY IF YOU ARE THE ORIGINAL PURCHASER.
The following terms govern your use of the Software except to the extent a particular program (a) is the subject of a separate written agreement with Beam or (b) includes a separate "click-on" license agreement as part of the installation and/or download process.  To the extent of a conflict between the provisions of the foregoing documents, the order of precedence shall be (1) the written agreement, (2) the click-on agreement, and (3) this Software License.

License. Subject to the terms and conditions of and except as otherwise provided in this Agreement, Beam and its suppliers grant to End User Customer a nonexclusive and nontransferable license to use the specific Beam program modules, feature set(s) or feature(s) for which Reseller has paid the required license fees (the "Software"), in object code form only. In addition, the foregoing license shall also be subject to the following limitations, as applicable:
Unless otherwise expressly provided in the documentation, End User Customer shall use the Software solely as embedded in, for execution on, or (where the applicable documentation permits installation on non-Beam equipment) for communication with Beam equipment owned or leased by End User Customer; End User Customers use of the Software shall be limited to use on a single hardware chassis, or use on such greater number of hardware chassis as Reseller may have paid Beam the required license fee; and End User Customers use of the Product shall also be limited, as applicable and set forth in Resellers purchase order or in Beams product catalogue, user documentation, or web site. End User Customers use of the Software shall also be limited by any other restrictions set forth in Beams product catalog, user documentation, or web site for the Software.
Note For evaluation or beta copies for which Beam does not charge a license fee, the above requirement to pay a license fee does not apply.

General Limitations. Except as otherwise expressly provided under this Agreement, End User Customer shall have no right, and End User Customer specifically agrees not to:
(i) transfer, assign or sublicense its license rights to any other person, or use the Software on unauthorized or secondhand Beam equipment, and any such attempted transfer, assignment or sublicense shall be void; (ii) make error corrections to or otherwise modify or adapt the Software or create derivative works based upon the Software, or to permit third parties to do the same; or
(iii) decompile, decrypt, reverse engineer, disassemble or otherwise reduce the Software to human-readable form to gain access to trade secrets or confidential information in the Software.  To the extent required by law, at Resellers request, Beam shall provide Reseller with the interface information needed to achieve interoperability between the Product and another independently created program, on payment of Beams applicable fee. Reseller shall observe strict obligations of confidentiality with respect to such information and shall license End User Customer to do the same.

Upgrades and Additional Copies. For purposes of this Agreement, "Software" shall include (and the terms and conditions of this Agreement shall apply to) any upgrades, updates, bug fixes or modified versions (collectively, "Upgrades") or backup copies of the Software licensed or provided to End User Customer by Beam or Reseller for which Reseller / End User Customer has paid the applicable license fees. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT: (1) END USER CUSTOMER HAS NO LICENSE OR RIGHT TO USE ANY SUCH ADDITIONAL COPIES OR UPGRADES UNLESS END USER CUSTOMER, AT THE TIME OF ACQUIRING SUCH COPY OR UPGRADE, ALREADY HOLDS A VALID LICENSE TO THE ORIGINAL SOFTWARE AND RESELLER HAS PAID THE APPLICABLE FEE FOR THE UPGRADE; (2) USE OF UPGRADES IS LIMITED TO BEAM EQUIPMENT FOR WHICH END USER CUSTOMER IS THE ORIGINAL END USER PURCHASER OR LESSEE OR WHO OTHERWISE HOLDS A VALID LICENSE TO USE THE SOFTWARE WHICH IS BEING UPGRADED; AND (3) USE OF ADDITIONAL COPIES IS LIMITED TO BACKUP PURPOSES ONLY. 

Term and Termination. This License is effective until terminated. End User Customer may terminate this License at any time by destroying all copies of Software including any documentation.  End User Customers rights under this License will terminate immediately without notice from Beam if Reseller or End User Customer fails to comply with any provision of this License. Upon termination, End User Customer must destroy all copies of Software in its possession or control.

Export. Software, including technical data, may be subject to U.S. and Australian Government export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries.  Reseller / End User Customer agrees to comply strictly with all such regulations and acknowledges that it has the responsibility to obtain licenses to export, re-export, or import Software.



3. General Terms Applicable to the Limited Warranty Statement and Software License

Disclaimer of Liabilities. IN NO EVENT WILL BEAM OR ITS SUPPLIERS BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE HARDWARE OR SOFTWARE EVEN IF BEAM OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  In no event shall Beams or its suppliers' liability to Reseller or End User Customer, whether in contract, tort (including negligence), or otherwise, exceed the price paid by Reseller.  The foregoing limitations shall apply even if the above-stated warranty fails of its essential purpose.  BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.  The Warranty and the Software License shall be governed by and construed in accordance with the laws of the State of Victoria, Australia, without reference to principles of conflict of laws, provided that for End User Customers located in a member state of the European Union, Norway or Switzerland, English law shall apply.  The United Nations Convention on the International Sale of Goods shall not apply.  If any portion hereof is found to be void or unenforceable, the remaining provisions of the Warranty and the Software License shall remain in full force and effect.  Except as expressly provided herein, the Software License constitutes the entire agreement between the parties with respect to the license of the Software and supersedes any conflicting or additional terms contained between and End User Customer of this Software and any Third Party.  If End User Customer has entered into a contract directly with Beam for supply of the Products subject to this warranty, the terms of that contract shall supersede any terms of this Warranty, or the Software License, which are inconsistent with that contract.  Reseller acknowledges that: the Internet URL address and the web pages referred to in this document may be updated by Beam from time to time.



4. Trademark Notice

All other trademarks mentioned in this document or Web site are the property of their respective owners.  The use of the word Reseller, Supplier, End User Customer does not imply a partnership relationship between Beam and any other company.
