IF YOU ARE ORDERING THIS SOFTWARE: PLEASE READ THIS LICENSE CAREFULLY. IF YOU DO NOT AGREE WITH ANY OR ALL TERMS OF THIS AGREEMENT, SIMPLY DO NOT ORDER THIS SOFTWARE.

IF YOU ARE INSTALLING THIS SOFTWARE: BY DOWNLOADING OR INSTALLING THE SOFTWARE, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT INSTALL THE SOFTWARE.

METROPOLIS SOFTWARE END USER LICENSE AGREEMENT

This Agreement sets forth the terms and conditions of your use of the accompanying METROPOLIS software product(s) (the "Software"). For purposes of this Agreement, California Intelligence shall be deemed the Licensor.

LICENSE GRANT.  Licensor grants you a non-exclusive and non-transferable license to use the Software and accompanying documentation ("Documentation"), subject to the limitations below.

LIMITATIONS ON USE.  With respect to all Software, you may not (i) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on or incorporating the binary version of the Software (however, you may create derivative works based on source code files, if any, lawfully supplied as part of the Software); or (ii) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software, or in copies you have made of the Software; or (iii) modify, translate, reverse engineer, decompile, disassemble, or create derivative works in order to create a script, program, software, product or service which competes with this Software; or (iv) make additional copies of this Software other than for standard backup purposes; or (v) use this Software in servers or computers other than the one(s) for which Software was ordered.

TITLE.  Title, ownership rights, and intellectual property rights in the Software and Documentation and in all Licensor trademarks and copyrights shall vest in and remain with Licensor and/or its suppliers. 

TERMINATION.  This Agreement and the license granted hereunder will terminate automatically if you fail to comply with the provisions of this Agreement. Upon termination, you must destroy all copies of the Software and Documentation. Your obligations to pay accrued charges and fees, if any, shall survive any termination of this Agreement.

EXPORT CONTROLS.  None of the Software, Documentation, or underlying information or technology may be downloaded or otherwise exported or reexported into any countries or to person not permitted by Federal law or regulation.  By downloading or using the Software, you represent and warrant that you are fully complying with all such Federal laws and regulations.

DISCLAIMER OF WARRANTY FOR SOFTWARE AND DOCUMENTATION.  SOFTWARE AND DOCUMENTATION ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY IMPLIED OR EXPRESS WARRANTIES THAT THE SOFTWARE OR DOCUMENTATION SHALL BE FREE OF DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE, NON-INFRINGING, OR SUITABLE FOR A GIVEN USAGE OF TRADE.

LIMITATION OF LIABILITY.  UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER TORT, CONTRACT, OR OTHERWISE, SHALL LICENSOR OR ITS SUPPLIERS OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES. IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT LICENSOR RECEIVED FROM YOU FOR A LICENSE TO THE SOFTWARE, EVEN IF LICENSOR SHALL HAVE BEEN INFORMED OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY.

MISCELLANEOUS.  This Agreement represents the complete agreement concerning the license granted hereunder and may be amended only by a writing executed by both parties. Any terms on your purchase order different than, or in conflict with, the terms of this Agreement shall be void and no effect. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. 

Unless otherwise agreed in writing, all disputes relating to this Agreement (excepting any dispute relating to intellectual property rights) shall be subject to final and binding arbitration in (at sole discretion of California Intelligence) San Francisco, California, under the auspices of JAMS/EndDispute or the American Arbitration Association, with the losing party paying all costs of arbitration. This Agreement shall be governed by California law, excluding conflict of law provisions (except to the extent applicable law, if any, provides otherwise). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

U.S. GOVERNMENT END USERS.  The Software is a "commercial item," as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (Sept. 1995).  Further, the use, duplication, or disclosure of the Software or Documentation by the United States Government shall be subject to the restrictions set forth in the Rights in Technical Data and Computer Software Clauses in DFARS 252.227-7013(c)(1)(ii) and FAR 52.227-19(c)(2).