Webcortex END USER LICENSE AGREEMENT

(C)1998-2000 Webcortex . All rights reserved. 

This is an Agreement between, Webcortex ("Webcortex"), a New York
company, owner of the Webstores 2000 e-commerce application software ("software"),
and you ("Licensee"), for the purpose of specifying the conditions under which
Licensee will use the software.

Important Notice

As part of the installation process, you will be asked to accept the terms of this Agreement. This Agreement is a legal contract which specifies the terms of the license and warranty limitation between you and Webcortex for the Webstores 2000 e-commerce application software and related documentation. You should carefully read the following terms and conditions before installing or using the software. Unless you have entered into a separate written license agreement with Webcortex providing otherwise, installation or use of the software indicates your agreement to be bound by these terms and conditions. If you do not agree to these terms, do not attempt to install or use Webstores 2000 e-commerce application software. 

Editions and Versions of the Software

The software is available in an encrypted edition and an open source code edition. 
It may be used with any ODBC-compliant data source.

Commercial and Evaluation Versions

Each edition of the software is available in a commercial and an evaluation version. Both the commercial and the evaluation versions are subject to the terms and conditions of this Agreement. Commercial versions of the software require payment by you of a license fee. Evaluation versions of the software are the only versions that are provided without charge. Evaluation versions are not free software and are subject to the restrictions set forth below.

UPON ORDERING, DOWNLOADING, INSTALLING OR UNENCRYPTING ANY VERSION OR ANY EDITION OF THE SOFTWARE, YOU ARE REAFFIRMING THAT YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

License to Use

You may install one copy of the software on a single physical workstation or server and use that copy to develop and run one or more web applications. 

You are allowed to run only one installation of the software on the specific server.

You may not copy all or any part of the software or related documentation, except that you may make a reasonable number of copies of the software solely for backup or archival purposes. You are specifically prohibited from copying the software to an additional server or workstation for development purposes.

Multiple Media and Upgrades

You may receive the software and related documentation in more than one medium. Regardless of the number of media you receive, you may use only the medium that is appropriate for the server on which the software is to be installed. You may not install, use or transfer the other media, except as part of a permanent transfer of your licensed copy of the software and related documentation as set forth below. 

If the software and related documentation are provided as an upgrade to an earlier licensed release of the software, then you must have a valid license to operate such earlier release of the same version and edition as the upgrade to install or use the upgrade. All software being upgraded is deemed to be part of the software and is subject to this Agreement. 
You may transfer an upgrade only in conjunction and together with the licensed software being upgraded.

Modification and Redistribution of Software Source Code (open source code edition)

You may modify the HTML, ASP or similar source code form of those portions of the software that are identified as not encrypted code in the accompanying documentation for the purposes of designing, developing and testing your own customized mall. 

However, you are not allowed to copy and distribute / redistribute the modified source code.

Webstores 2000 is the Intellectual Property of Webcortex, Inc.

No Additional Rights or Licenses

You acknowledge and agree that except for the rights granted in this Agreement, all other rights, and all title and interest in and to the software (as an independent work and as an underlying work serving as a basis for any application you may develop) and related documentation remain the sole and exclusive property of Webcortex, and that you will not derive or assert any title or interest in or to the software or related documentation. Without limiting the generality of the foregoing, you do not receive any rights to any patents, copyrights, trademarks rights to the software or related documentation. You may not modify or translate the software or related documentation, or decompile, disassemble or reverse engineer the software or documentation. This Agreement does not authorize you to use Webcortex's name or any of its trademarks. 

NON-COMPETE AGREEMENT
This License Agreement shall also serve as a Non-Compete Agreement. This Agreement 
is made effective as of the acceptance date of this agreement, by and between Webcortex, 
of 350 Seventh Ave. Suite 1701 New York, NY 10001 , 
and The Licensee. 

Transfer

Subject to the transferee's agreement in writing to be bound by the terms of this Agreement, you may permanently transfer all of your rights under this Agreement by transferring all media, all upgrades and all related documentation together with this Agreement. You may retain no copies of the software or related documentation. If the software and related documentation is an upgrade to an earlier licensed release of the software, any transfer must include all prior releases of the software and documentation.

Term and Termination

If you have acquired an evaluation version, the license granted herein shall terminate if you were exceeded number 25 items added to Webstores 2000. Licensee is allowed to run only one copy of the evaluation version. The license granted for the commercial version will continue until it is terminated. Webcortex may terminate any license granted herein if you fail to comply with the terms of this Agreement. Upon the termination of a license for any reason, you must promptly return to Webcortex or destroy all copies of the software and related documentation covered by the license.

Warranty and Remedies

Webcortex PROVIDES NO REMEDIES OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, FOR THE EVALUATION VERSION. THE SOFTWARE AND DOCUMENTATION ACCOMPANYING THE EVALUATION VERSION ARE PROVIDED "AS IS." 

For the commercial version, Webcortex warrants that the physical media and the documentation will be free from defects in materials and workmanship under normal use for 90 days from the date of delivery to you. Webcortex also warrants that the commercial version will be free from significant defects that prevent the software from performing substantially in the manner described in the applicable user manual for a period of 90 days from the date of delivery to you. 

At Webcortex's option, Webcortex's sole responsibility shall be (I) to replace defective media or documentation, as the case may be, (ii) to use reasonable efforts to correct significant defects in the software without charge.

ALL SALES ARE FINAL
When you download or are shipped the software, it is considered to be 'Opened'. Opened software cannot be returned for refund, regardless of the delivery method.
With our software products, you have the chance to ‘try before you buy’ (You can Download Webstores 2000 Evaluation at our website: www.Webcortex.com). 
For this reason, our refund policy is restricted to replacement of goods damaged in shipment only.

THESE REMEDIES ARE THE SOLE AND EXCLUSIVE REMEDIES AVAILABLE TO YOU FOR BREACH OF EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE SOFTWARE AND RELATED DOCUMENTATION. 

THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. By way of example, without limitation, Webcortex provides no warranties of any kind to any end-users accessing or otherwise using applications developed or otherwise obtained by you.

The warranties do not cover damage or defects caused by or related to misuse, accident, negligence or misapplication. Because programs such as this are inherently complex, Webcortex does not warrant that the software is error-free or will operate without interruption. Furthermore, Webcortex does not warrant that the software will work with any given database, network or network application.

You acknowledge that due to the complexity of the software, it is possible that use of the software could lead to the unintentional loss or corruption of data. You assume all risks of such data loss or corruption; the warranties provided in this Agreement do not cover any damages or losses resulting from data loss or corruption.

Limitation on Liability

IN NO CASE SHALL Webcortex BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSS, INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, WHETHER SUCH DAMAGES ARE BASED UPON A BREACH OF EXPRESS OR IMPLIED WARRANTIES, BREACH OF CONTRACT, NEGLIGENCE, STRICT TORT, OR ANY OTHER LEGAL THEORY. THIS IS TRUE EVEN IF Webcortex IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO CASE WILL Webcortex's LIABILITY EXCEED THE AMOUNT OF THE LICENSE FEE ACTUALLY PAID BY YOU TO Webcortex. 

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO THE WARRANTY LANGUAGE ABOVE MAY NOT APPLY TO YOU. IN SUCH CASE, Webcortex's LIABILITIES SHALL BE LIMITED BY THE ABOVE LIMITATION OF REMEDIES PROVISION. 

Miscellaneous

This Agreement is the complete agreement between you and Webcortex concerning the software and related documentation. The failure or delay of Webcortex to exercise any of its rights under this Agreement or upon any breach of this Agreement shall not be deemed a waiver of those rights or of the breach. 

If you have any questions concerning this Agreement or the software or related documentation, you may contact Webcortex's at Info@Webcortex.com or visit our website at: www.Webcortex.com


(C)1998-2000 Webcortex . All rights reserved.