
SOFTWRAP LICENSE AGREEMENT

THIS AGREEMENT (the "Agreement") is hereby entered into between Clayton Lilly, LLC and the 
party executing this Agreement ("You") on the following terms and conditions:

1.    Licensed Program.  This is a license agreement between You and Licensor with respect to 
Secret of the Orb, the accompanying Documentation and any fixes, releases, upgrades, new 
versions or enhancements that may subsequently be issued to You (the "Licensed Program").

2.    Certain Preliminary Uses.  The Licensed Program is distributed to You by electronic 
download as described in the Documentation. You will need to install the Licensed Program on 
properly configured and compatible computer equipment according to the Documentation. You will 
also need to ensure that all required data is in proper format and no other software or 
equipment having an adverse impact on the Licensed Program are present.

3.    Licensed Operating Environment.  Once You sign this Agreement, have completed activities 
described in Section 2 ("Certain Preliminary Uses") and provided You pay the applicable License 
Fees described or referenced in Sectio 6 ("Price") when due, You will be deemed granted one (1)
 non-exclusive operations license(s) for the Licensed Program, in each case to install, store, 
load, execute and display (collectively, "Use") the Licensed Program on one (1) CPU of the 
class described in the Documentation (the "Licensed Operating Environment"). The Licensed 
Program is provided only in machine readable object code form.

4.    Reservation of Rights.

    (a)    Rights to Licensed Program.  The intellectual property rights in the Licensed 
Program shall at all times remain the exclusive property of Licensor or other owner identified 
in the Documentation. By executing this Agreement and paying the applicable License Fee, You 
obtain a limited license to Use the Licensed Program in object code form. You agree not to 
disassemble, decompile or reverse engineer the Licensed Program. You also agree that any 
information obtained in violation of this restriction will be confidential information 
automatically and irrevocably deemed assigned to and owned exclusively by the owner of the 
Licensed Program. You will at all times use due diligence to safeguard and protect all such 
confidential and proprietary information pertaining to the Licensed Program. You will ensure 
that all marks, notices or legends pertaining to the origin, identity or ownership of the 
Licensed Program remain intact and clearly legible.

    (b)    All Other Rights Reserved.  Except as expressly granted to You under another 
provision of this Agreement, Licensor reserves to itself and prohibits You (directly or 
indirectly, in whole or in part) from loaning, renting, leasing, sublicensing or otherwise 
distributing or operating the Licensed Program to or for the benefit of any third party, and 
from altering, adapting, translating or preparing any derivative work of the Licensed Program. 
The foregoing limitation does not prohibit Authorized Operators from making a copy of the 
Licensed Program for archival purposes or as an essential step in making Permitted Uses of the 
Licensed Program in the Licensed Operating Environment. 

5.    Product Support.  Except for any warranty support specified in Section 7 ("Warranties"), 
the Licensor is not expected to provide You with any Product Support, such as telephone Hotline
Service or Updates, with respect to this Licensed Program. 

6.    Price. You agree to pay Licensor the applicable License Fee determined by reference to 
Licensor's published prices at the time this Licensed Program was ordered. Payment of the 
License Fee entitles You to Use the Licensed Program in accordance with this Agreement during 
the stated Term. 

7.    Warranties.  The following provisions are subject to Section 11 ("Limitation of 
Remedies & Liabilities"). Any warranties are for Your benefit alone, it being agreed they are 
not assignable and there are no third party beneficiaries of them.

    (a)    Noninfringement Warranty.  Licensor warrants it has the rights needed to enter into 
this Agreement and that, to the best of its knowledge and belief, Permitted Use by You of the 
Licensed Program in the Licensed Operating Environment will not infringe or misappropriate any 
United States copyright, trademark, patent, or the trade secrets of any third persons. If 
promptly notified of any claim to the contrary, Licensor shall (i) defend through litigation 
or obtain through negotiation Your right to continue using the Licensed Program; (ii) rework 
the Licensed Program to make it noninfringing while preserving the original functionality, or 
(iii) replace the Licensed Program with functionally equivalent software. 

    (b)    No Performance Warranty. Except as provided in this Section, You agree that the 
Licensed Program and any services are provided strictly on an "as is" basis without any 
express or implied warranty, guarantee or other assurance of quality, conformity with 
specifications, reliability or functionality. You accept all risk for the suitability, 
performance or nonperformance of the Licensed Program. LICENSOR MAKES NO WARRANTY, EXPRESS OR 
IMPLIED, AND DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR A 
PARTICULAR PURPOSE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, 
SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS. 
YOU MAY HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.

8.    Limitation of Liabilities. YOU AGREE LICENSOR IS NOT LIABLE FOR ANY AMOUNT EXCEEDING THE 
LICENSE FEES ACTUALLY PAID BY YOU HEREUNDER. IN NO EVENT SHALL LICENSOR BE LIABLE, WHETHER IN 
CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL OR 
CONSEQUENTIAL DAMAGES (INCLUDING LOST SAVINGS OR PROFIT, LOST DATA OR BUSINESS INTERRUPTION 
EVEN IF LICENSOR IS NOTIFIED IN ADVANCE OF SUCH POSSIBILITY). SOME STATES DO NOT ALLOW THE 
EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE FOREGOING 
LIMITATION MAY NOT APPLY TO YOU.

9.    Term & Termination.

    (a)    Generally.  This Agreement shall continue in full force and effect in perpetuity 
unless terminated earlier in accordance with this or another Section of this Agreement. This 
Agreement will terminate automatically if You breach any provision of it. You may terminate 
this Agreement at any time at Your election.

    (b)    Effect of Termination.  Termination of this Agreement will terminate Your right to 
possess or Use the Licensed Program. Upon termination for any reason, You agree to destroy the 
original and all copies of the Licensed Program (including Documentation) and cease all 
further Use of it. Termination will have no effect on Your obligation to safeguard and protect 
proprietary rights of Licensor under Section 4(a) ("Rights to Licensed Program"), disclaimers 
under Section 7 ("Warranties"), or limitations under Section 8 ("Limitation of Liabilities").

10.    U.S. Government Restricted Rights.  The Licensed Program (including Documentation) are 
provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the Government is subject 
to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and 
Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the 
Commercial Computer Software - Restricted Rights clause at 48 CFR 52.227-19, as applicable. 
The Contractor is Clayton Lilly, LLC.

11.    Disputes, Choice of Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE SUBSTANTIVE LAWS OF THE UNITED STATES AND OHIO, AND ANY ACTION SHALL BE INITIATED AND
MAINTAINED IN A FORUM OF COMPETENT JURISDICTION IN SUCH DESIGNATED STATE. YOU WILL BRING ANY 
ACTION AGAINST LICENSOR WITHIN ONE (1) YEAR AFTER THE CLAIM ARISES, OR BE BARRED.

12.    Miscellaneous.  This document constitutes the entire and exclusive agreement between 
the parties with respect to the subject matter hereof and supersedes all other communications, 
whether written or oral. This document and Your signature entry in electronic form, or a 
hardcopy duplicate in good form, shall be considered an original document with authenticated 
signature admissible into evidence unless the document's authenticity is genuinely placed in 
question. You may issue a purchase order, but it will have no substantive effect on our 
Agreement. This Agreement may be modified or amended only by a writing signed by an authorized 
representative of Licensor. It is agreed that sales representatives and distributors of the 
Licensed Program have no authority to alter this Agreement. Any provision found by a tribunal 
of competent jurisdiction to be illegal or unenforceable shall be automatically conformed to 
the minimum requirements of law and all other provisions shall remain in full force and 
effect. Waiver of any provision hereof in one instance shall not preclude enforcement of it on 
future occasions. Headings are for reference purposes only and have no substantive effect.

