PhpLens Commercial License Agreement

IMPORTANT: READ THESE TERMS CAREFULLY BEFORE DOWNLOADING OR INSTALLING
THIS SOFTWARE. BY SELECTING DOWNLOADING, INSTALLING, OR OTHERWISE USING
THIS SOFTWARE (EACH AN "ACCEPTANCE" OF THIS AGREEMENT), YOU OR THE ENTITY
IDENTIFIED BY YOU WHEN SUBSCRIBING TO THIS AGREEMENT (THE "LICENSEE")
ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, AND THAT YOU AGREE TO BE
BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO ALL OF THE TERMS
AND CONDITIONS OF THIS AGREEMENT, YOU ARE NOT AN AUTHORIZED USER OF THE
SOFTWARE AND IT IS YOUR RESPONSIBILITY TO EXIT THIS SUBSCRIPTION /
DOWNLOADING / INSTALLATION PROCESS WITHOUT DOWNLOADING OR INSTALLING THE
SOFTWARE AND TO DELETE THE SOFTWARE FROM YOUR COMPUTER. 


TERMS AND CONDITIONS  

1. Definitions. 
(a) "Authorized Use" shall mean, subject to the restrictions set forth 
with respect to phpLens beta version, internal use only for internal evaluation 
purposes and not in any way to provide, or as part of, or resell, least or rent, 
any commercial service or application, and not for the benefit of any other person 
or entity.

(b) "Effective Date" shall mean the date that Licensee first Accepts this 
Agreement. 

(c) Software. "Software" shall mean the phpLens software, each as downloaded
and installed pursuant to this Agreement, in machine-executable form only,
and any related documentation (the "Documentation").   

(d) Licensor, Natsoft. "Licensor" or "Natsoft" shall mean 
Natsoft (M) Sdn Bhd., having an address at 12A Jalan BM 1/2 Bukit Mayang 
Mas, 47301, Selangor, Malaysia, and is the licensed distributor 
of the software. Company Number: 369362-H.

(e) Owner, Remistech. "Owner" or "Remistech" shall mean Remistech Sdn Bhd, 
having an address at 12A Jalan BM 1/2 Bukit Mayang Mas, 47301, Selangor, 
Malaysia, and is the owner of the copyrights to the software. Company Number:
72740-H.

(f) "License Fees" shall be as set forth in Natsoft's current applicable 
price list, if applicable. 

(g) "Term" shall be the from the acceptance of this agreement to the end of
the beta test period. The beta test period shall end on announcement in the
mailing list announce@mlm.phplens.com. The Licensee agrees to subscribe to
this list. If the announcement email was not received by the Licensee, the
end of the beta test period shall be 31st August 2001.

2. Software License. 
(a) License. Subject to the terms and conditions set forth in this
Agreement and Licensee's payment of the License Fees, Natsoft grants to
Licensee a limited, non-exclusive and non-transferable license, solely
during the Term, to install and operate the Software, in
machine-executable form only, solely for Licensee's Authorized Use (the
"License"). Licensee hereby warrants that it shall use the Software only
for Authorized Use. 

(b) Third Party Software. To the extent that Licensor
provides any third party software to Licensee in connection with this
Agreement or the Software, Licensee's use of such third party software
shall be subject to any li cense agreements provided by the third party
vendors of such third party software. 


6. Proprietary Rights. 
Licensee acknowledges that the Software is distributed by Natsoft (M) Sdn
Bhd, and that software is the the sole and exclusive property of Remistech
Sdn Bhd or Remistech's licensors, including, without limitation, all rig
hts to patents, copyrights, trademarks, trade secrets and any other
intellectual property right inherent therein or appurtenant thereto, in
all media now known or hereinafter developed. The Software includes
certain compu ter software which is copyrighted by Remistech and/or
Remistech's licensors. Without limitation of the foregoing, Licensee
agrees and acknowledges that Remistech retains title to the Software and
any copies thereof. Licen see is not purchasing title to the Software or
copies thereof, but rather is being granted only a license to use the
Software. All rights not granted to Licensee herein are reserved to
Remistech. 


7. Indemnity. 
Licensee will, at its own expense, defend any action brought by a third
party against Natsoft or Remistech to the extent that such action is based
on a claim arising from or relating to: (i) Licensee's use of the Software, 
all provided Natsoft or Remistech promptly notifies Licensee in writing
of any such claim and, provided further, that Licensee shall have the
exclusive right to control such defense. Licensee's obligation in this
Section 6 shall be relieved by Natsoft's or Remistech's failure to
promptly notify Licensee of a claim only to the extent that Licensee is
materially prejudiced by such failure. In no event shall Licensee settle
any such claim, lawsuit or proceeding in any manner that materially prejudices 
Natsoft or Remistech's rights without Natsoft and Remistech's prior written
approval. 


8. Warranty; Warranty Disclaimer. 
Licensee hereby represents and warrants that the information it provides
or provided to Natsoft in the course of subscribing to this Agreement,
whether via online forms or otherwise, is accurate and complete and that
Lice nsee is authorized to bind to this Agreement the entity identified by
it as the licensee under this Agreement. THE SOFTWARE IS BEING LICENSED
HEREUNDER WITH NO WARRANTY WHATSOEVER. LICENSEE ACKNOWLEDGES THAT ITS USE
OF THE SOFTWARE IS AT ITS OWN RISK. THE SOFTWARE AND SERVICES ARE
PROVIDED SOLELY ON AN "AS-IS" BASIS. LICENSOR AND ITS LICENSORS MAKE, AND
LICENSEE RECEIVES, NO WARRANTIES, EXPRESS OR IMPLIED, IN FACT OR BY
OPERATION OF LAW, STATUTORY OR OTHERWISE. LICENSOR EXPRESSLY DISCLAIMS ANY
IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, ACCURACY,
FITNESS FOR A PARTICULAR PURPOSE, AND/OR NON-INFRINGEMENT. LICENSOR DOES
NOT WARRANT THAT THE
 OPERATION OF THE SOFTWARE SHALL BE OPERABLE, UNINTERRUPTED OR ERROR FREE
 OR THAT IT WILL FUNCTION OR OPERATE IN CONJUNCTION WITH ANY OTHER
 PRODUCT, INCLUDING, WITHOUT LIMITATION, PHP AND ANY VERSION THEREOF.
 LICENSEE SHA
LL BE SOLELY RESPONSIBLE FOR DOWNLOADING OR OTHERWISE OBTAINING SUCH OTHER
SOFTWARE OR PRODUCTS, INCLUDING, WITHOUT LIMITATION, PHP. 


8. Limitation of Liability. 
NATSOFT AND NATSOFT'S LICENSORS SHALL HAVE NO LIABILITY WITH RESPECT TO
ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR SPECIAL, INCIDENTAL,
INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING DAMAGES
FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF
INFORMATION ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE,
EVEN IF NATSOFT OR NATSOFT'S LICENSORS HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL NATSOFT OR NATSOFT'S
LICENSORS BE LIABLE FOR ANY REASON AND UPON ANY CAUSE OF ACTION WHATSOEVER
RELATING TO ANY THIRD PARTY SOFTWARE OR HARDWARE. IN NO EVENT SHALL
NATSOFT'S AGGREGATE LI ABILITY FOR ANY REASON(S) AND UPON ANY CAUSE(S) OF
ACTION WHATSOEVER EXCEED THE AMOUNT OF LICENSE FEES ACTUALLY PAID BY
LICENSEE TO NATSOFT UNDER THIS AGREEMENT. 


9. Termination. 
(a) Termination by Natsoft. In addition to its rights as set forth
elsewhere in this Agreement, at law or in equity, Natsoft shall have the
right to immediately terminate this Agreement for a material breach of
this Agree ment by Licensee (including, without limitation, Licensee's
failure to meet its payment obligations hereunder) with no refund of
License Fees. Natsoft reserves the right to suspend the License or
terminate this Agreement immediately upon notice to Licensee upon
rejection of any credit or debit card charges or if Licensee's card issuer
(or its agent or affiliate) seeks return of payments previously made to
Natsoft. Such rights are in addit ion to and not in lieu of any other
legal rights or remedies available to Natsoft. (b) Termination by
Licensee. Licensee may terminate this Agreement in the event of Natsoft's
material breach hereof by providing thirty (30) days written notice to
Natsoft. Such termination will be effective upon the end of such notice
period unless Natsoft has cured such breach within such time. (c) Effect
of Termination. The termination or expiration of this Agreement shall
automatically, and without further action by Natsoft, terminate and
extinguish the License and all rights granted to Licensee hereunder. In
the event that Licensee terminates this Agreement under Section 9(b),
Licensee will receive, as its sole and exclusive remedy, a refund, on a
pro rata basis, based on the Licensee Fees paid by Licensee in advance. In
the event of termination or expiration of this Agreement for any reason,
Natsoft shall have the right, at any time, to take immediate possession of
the Software, and all copies thereof, wherever located. Within five (5)
days after the termination or expiration of the License granted hereunder,
Licensee shall return the Software, including all copies thereof, to
Natsoft, or upon request of Natsoft, destroy the Software and all copies
thereof and certify in writing that the same have been destroyed.
Notwithstanding the foregoing, Sections 4, 5, 6, 7, 8, 9(c), 11, 12
shall survive the expiration or termination hereof for any reason. 


10. Operating Environment. 
Licensee is solely responsible for acquiring, installing, operating and
maintaining the hardware and software environment necessary to operate the
Software. 


11. EXPORT RESTRICTIONS. 
THIS LICENSE AGREEMENT IS EXPRESSLY MADE SUBJECT TO ANY LAWS, REGULATIONS,
ORDERS, OR OTHER RESTRICTIONS ON THE EXPORT, REEXPORT OR IMPORT OF THE
SOFTWARE OR INFORMATION ABOUT SUCH SOFTWARE WHICH MAY BE IMPOSED FROM TIME
TO TIME BY THE GOVERNMENT OF THE MALAYSIA OR ANY OTHER GOVERNMENT.
LICENSEE SHALL NOT EXPORT, REEXPORT OR IMPORT THE SOFTWARE, DOCUMENTATION,
OR INFORMATION ABOUT THE SOFTWARE OR DOCUMENTATION WITHOUT THE WRITTEN
CONSENT OF NATSOFT AND COMPLIANCE WITH SUCH LAWS, REGULATIONS, ORDERS, OR
OTHER RESTRICTIONS. 


12. General. 
This Agreement constitutes the complete and exclusive statement of the
terms and conditions between the parties, and supersedes and merges all
prior proposals, understandings and other agreements, oral and written,
between the parties, relating to the subject matter hereof. This
Agreement may not be modified or altered except by written instrument duly
executed by both parties. The failure of either party to exercise any
right provided for herein shall not be deemed a waiver of any further
right hereunder. No action, regardless of form, arising out of this
Agreement may be brought by Licensee more than one (1) year after the
cause of action has arisen. Licensee may not assign or sublicense,
without the prior written consent of Natsoft, its rights, duties or
obligations under this Agreement, in whole or in part, to any person or
entity. This Agreement and any action related hereto shall be governed by
the laws of the country of Malaysia without reference to the conflict of
laws provisions thereof. Natsoft and Licensee hereby agree on behalf of
themselves and any person claiming by or through them that the sole and
exclusive jurisdiction and venue for any litigation arising from or
relating to this Agreement or the subject matter hereof shall be an
appropriate court located in the country of Malaysia. Should any
provision of this Agreement be held to be void, invalid, unenforceable or
inoperative, the remaining provisions of this Agreement shall not be
affected and shall continue in effect and the invalid provision shall be
deemed modified to the least degree necessary to remedy such invalidity.
It is expressly agreed that Natsoft and Licensee are acting hereunder as
independent contractors. Any notice provided pursuant to this Agreement
shall be in writing and shall be deemed given (i) if by hand delivery,
upon receipt thereof; (ii) if mailed, three (3) days after deposit in the
U.S. mails, postage prepaid, certified mail, return receipt requested; or
(iii) if by next day delivery service, upon such delivery. All notices
shall be addressed to Natsoft at the addresses indicated in Section 1(e),
and to Licensee at the address provided by Licensee upon subscribing to
this Agreement. Either party may change its address by giving written
notice to the other party.