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Legal Agreement

NOTICE TO USERS: carefully read the following legal agreement. Use of the Visual Sidekick software provided with this agreement (the "SOFTWARE") constitutes your acceptance of these terms. If you do not agree to the terms of this agreement, do not install and/or use this SOFTWARE. User's use of this SOFTWARE is conditioned upon compliance by user with the terms of this agreement.

1. LICENSE GRANT

Syntaxia Technologies CC grants you a license to use the Visual Sidekick software program (the "SOFTWARE") on any computer as long as the terms of this agreement are respected. "You" means the company, entity, or individual installing or using the SOFTWARE. "Use" means storing, loading, installing, executing, or displaying the SOFTWARE. You may not modify the SOFTWARE or disable any licensing or control features of the SOFTWARE except as an intended part of the SOFTWARE's programming features. If you choose to enable the trial features, you are granted an evaluation period of not more than 30 days, after which time you may not use those features unless you purchase the commercial version of the SOFTWARE, or you must remove the SOFTWARE from your computer. This license is not transferable to any other hardware product or other company, entity, or individual.

2. OWNERSHIP

The SOFTWARE is owned and copyrighted by Syntaxia Technologies CC. Your license confers no title or ownership in the SOFTWARE and should not be construed as a sale of any right in the SOFTWARE.

3. COPYRIGHT

The SOFTWARE is protected by South African copyright law and international treaty provisions. You acknowledge that no title to the intellectual property in the SOFTWARE is transferred to you. You further acknowledge that title and full ownership rights to the SOFTWARE will remain the exclusive property of Syntaxia Technologies CC and you will not acquire any rights to the SOFTWARE except as expressly set forth in this license. You agree that any copies of the SOFTWARE will contain the same proprietary notices which appear on and in the SOFTWARE.

4. UNAUTHORIZED USE

You may not use, copy, rent, lease, sell, modify, decompile, disassemble, otherwise reverse engineer, or transfer the SOFTWARE except as provided in this agreement. Any such unauthorized use shall result in immediate and automatic termination of this license.

5. BUNDLING

In no case may the SOFTWARE be bundled with hardware or other non-shareware software without written permission from Syntaxia Technologies CC.

6. DISTRIBUTION

You are hereby licensed to make as many copies of the SOFTWARE as you wish; give exact copies of the original the SOFTWARE to anyone; and distribute the the SOFTWARE in its unmodified form via electronic means (Internet, BBS's, Shareware distribution libraries, CD-ROMs, etc.). You may charge a distribution fee for the package, but you must not represent in any way that you are selling the software itself.

Distribution of any valid Visual Sidekick registration key is FORBIDDEN.

All distribution of SOFTWARE is further restricted with regard to sources which also distribute virus source code and related virus construction/creation materials. The SOFTWARE may not be made available on any site, CD-ROM, or with any package which makes available or contains viruses, virus source code, virus construction programs, or virus creation material.

Permission to distribute the SOFTWARE is not transferable, assignable, saleable, or franchisable. Each entity wishing to distribute the package must independently satisfy the terms of the distribution license.

7. U.S. GOVERNMENT INFORMATION

Use, duplication, or disclosure by the U.S. Government of the computer software and documentation in this package shall be subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.277-7013 (Oct 1988) and FAR 52.227-19 (Jun 1987). The Contractor is Syntaxia Technologies CC, Republic of South Africa.

8. LIMITED WARRANTY

THIS SOFTWARE IS PROVIDED ON AN "AS IS" BASIS. SYNTAXIA TECHNOLOGIES CC DOES NOT WARRANT THAT THE SOFTWARE IS ERROR FREE. SYNTAXIA TECHNOLOGIES CC DISCLAIMS ALL WARRANTIES RELATING TO THIS SOFTWARE, WHETHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. NEITHER SYNTAXIA TECHNOLOGIES CC NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THIS SOFTWARE SHALL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE SUCH SOFTWARE, EVEN IF SYNTAXIA TECHNOLOGIES CC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIMS. THE PERSON USING THE SOFTWARE BEARS ALL RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE.

SOME JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSION MAY NOT APPLY TO YOU TO THE EXTENT THAT LIABILITY IS BY LAW INCAPABLE OF EXCLUSION OR RESTRICTION.

IN NO EVENT SHALL ANY THEORY OF LIABILITY EXCEED THE LICENSE FEE PAID TO SYNTAXIA TECHNOLOGIES CC.

9. SEVERABILITY

In the event of invalidity of any provision of this license, the parties agree that such invalidity shall not affect the validity of the remaining portions of this license.

10. NO LIABILITY FOR CONSEQUENTIAL DAMAGES

IN NO EVENT SHALL SYNTAXIA TECHNOLOGIES CC OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES OF ANY KIND ARISING OUT OF THE DELIVERY, PERFORMANCE, OR USE OF THE SOFTWARE, EVEN IF SYNTAXIA TECHNOLOGIES CC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL SYNTAXIA TECHNOLOGIES CC'S LIABILITY FOR ANY CLAIM, WHETHER IN CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY, EXCEED THE LICENSE FEE PAID BY YOU, IF ANY.

11. GOVERNING LAW

This agreement shall be governed by the laws of the Republic of South Africa, excluding the application of its conflicts of law rules, and shall inure to the benefit of Syntaxia Technologies CC and any successors, administrators, heirs and assigns. Any action or proceeding brought by either party against the other arising out of or related to this agreement shall be brought only in a COURT of competent jurisdiction located in the Republic of South Africa. The parties hereby consent to in personam jurisdiction of said courts. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed.

12. INSPECTION AND TESTING

You agree and acknowledge that you will thoroughly inspect and test the SOFTWARE for all of your purposes upon commencement of your use. Any suit or other legal action, claim, or any arbitration relating in any way to this agreement or software covered by it must be officially filed or officially commenced no later than 90 days after your first use of the software.

13. ENTIRE AGREEMENT

This is the entire agreement between you and Syntaxia Technologies CC, which supersedes any prior agreement or understanding, whether written or oral, relating to the subject matter of this license.

14. RESERVED RIGHTS

All rights not expressly granted here are reserved to Syntaxia Technologies CC.