Captools/net Software End-User License Agreement (READ CAREFULLY BEFORE USING SOFTWARE!)

OWNERSHIP: Captools/net software, and any software copyrighted by Captools Company and accompanying the Captools/net installation is owned by Captools Company or its successors, who hereafter shall be referred to as the "Licensor". This software is not sold, but may be used only by persons or entities who have been granted a license to use the program. Such grant of license is conditional upon the recipient agreeing to the license terms stated herein and to any other additional terms which may have been stipulated separately at the time of license grant. By installing or using this program, you signify that you agree to be bound by the terms of this agreement.

LIMITED GRANT OF LICENSE: Copies of this software which are designated "Demo", "Beta", or "Trial" on the opening information screen may in some cases be provided by the Licensor for no payment or a payment which is only a small percent of the normal software licensing fee. Such software is intended to give you the opportunity to evaluate the software for a short period of time and may incorporate time or data size limits. The Licensor grants you the right to use such designated software for a time period not to exceed four months from when such software is initially installed. After such time, you must obtain a full grant of license to lawfully use this software.

FULL GRANT OF LICENSE: You are granted a License to use a full-function copy of this software provided that you have lawfully received such copy from the Licensor or one of its designated representatives in return for payment or other consideration, and provided that you agree to, and abide by the terms of this License agreement. Grant of License is evidenced by registration of the software in your name, or if you are representing a legal entity such as a corporation or partnership, by registration in the name of that entity. This grant is subject to you not operating this software in violation of this agreement, and subject to you not having been notified that your license to use this software has been revoked for failure to abide by this agreement. The person or entity in whose name the software is registered shall hereafter be referred to as the "Licensee".

SINGLE INSTALLATION PER LICENSE (Single-user versions): Captools/net versions licensed for a single user are licensed to be installed on a single computer only. This is accomplished by installing both the Captools/net "Server-side" and "User-side" software on a single computer.

SINGLE SERVER INSTALLATION PER LICENSE (Multi-user versions): Captools/net employs a "Client/Server" software architecture. This architecture divides the Captools/net software into multiple programs. Some of these programs are designed to be installed and run on a computer or cluster of two or more computers, located in a single physical location. This computer or group of computers is called the "Server". Captools/net programs designed to operate on the server shall herein be called "Server-side" programs. Under this license, you are granted the right to install and run Captools/net "Server-side" applications only on one server "master" computer, whose identifier is specified in the License keycode provided to you at the time of licensing, and licensing renewal. Depending upon your Captools/net software license level, additional copies of certain Captools/net server-side applications may also be installed on "slave" computers to facilitate system scaling for large amounts of data. Authorization for such scaling installation, if permitted, will be indicated on the server software license keycode dialog. If you move your installation to a new server "master" computer, grant of a new keycode under this license shall nullify your license to continue to run Captools/net programs on the prior computer. 

END USER INSTALLATIONS (Multi-user versions): Multi-user versions of Captools/net are designed to allow users operating computers other than the server computer to use Captools/net. Such users may be located in the same physical location as the server computer with their computer connected to the server through a "local area network", or they may be located at a separate physical location and be connected to the server through the internet. Captools/net software includes one or more programs designed to be installed on each end user's computer to facilitate viewing and managing the Captools/net data provided by the server. Such programs shall herein be called "User-Side" programs. Under this license you are granted the right to install "User-side" Captools/net software programs on up to the number of computers which corresponds to the number of Captools/net users allowed under this license, as defined in the next license clause.

NUMBER OF USERS PER LICENSE: No more than the number of users specified on the Captools/net server licensing keycode dialog screen may use this software. For the purpose of determining the number of persons using this program, a violation of the license shall be considered to exist if in any given week more than the allowed number of persons use the software obtained under this License. 

The Licensor reserves the right to require the Licensee to declare the number and location of Captools/net software installations and the names of both physical and beneficial users as defined herein, and to require that the Licensee advise the Licensor of any changes in installation locations or users when such changes occur. "Physical" users are persons who at any time run the software on either the server computer or on a desktop computer whether through the "Desktop" application or through a browser interface. "Beneficial" users are any financial professionals, including investment managers, brokers, accountants, advisors, bookkeepers or other financial professionals whom the Licensee provides paper or electronic reporting output generated by this software for use with their clients. The Licensor reserves the right to determine and if necessary, periodically change the licensing level requirements based upon users declared and other factors.

SINGLE ENTITY USE: This license authorizes use of this software by no more than a single business entity, with physical and beneficial users limited to its employees and affiliated sub-contractors managing investment accounts on behalf of the licensed entity. In the case of a business entity which acts as an "umbrella" entity over one or more wholly-owned subsidiaries, a single license will suffice for all such entities, subject to the license being held by the umbrella entity and subject to the sub-entities being named in a written licensing declaration made at time of the initial grant of license and at subsequent license renewals.

DATA LIMITS: This software is subject to licensing-based data limits on the total number of users, accounts and securities managed. These limits can be increased through Captools/net licensing upgrades to increase user, account, and securities ceilings.  Because this software also employs the distributable Microsoft SQL Express Database Engine, to store and retrieve data, it is also subject to the data limits of that product. Users managing very large amount of data may find that it is necessary to obtain and install a higher level of the Microsoft SQL Server product in lieu of MS-SQL Express in order to exceed the limitations imposed by the latter.
  
SERVICE BUREAU LIMITATIONS: This license does not grant you permission to use Captools/net software to provide investment tracking and reporting to separate third party entities, including registered investment advisors, broker/dealers, money managers, hedge funds, mutual funds, accountants, etc. who themselves are professionally involved in the business of managing investments for clients, unless  you obtain separate "service provider" licensing from Captools Company.

COMMERCIAL OR INSTITUTIONAL USE OF SOFTWARE: Versions of this software which are designated "Non-commercial" may only be licensed in the name of a real person. "Non-commercial" versions may not be used for commercial or institutional use, where "commercial" or "institutional" use shall mean any use where compensation is received by the licensee or program operator in connection with management of investments, accounting of investments, reporting of investments, advising on investments, or entering investment records into Captools/net data files, whether or not such compensation is directly tied to, or dependent upon use of this software.

OTHER USAGE LIMITATIONS: This license grants you the right to use this software to track, account, and report on your own investments, on the investments of your clients, and/or if "service bureau" licensing has been granted, on the investments of your clients' clients, under the presumption that you intend to do so on an on-going basis. License pricing and support has not been established based on other software uses. Accordingly, any use of this software, other than for intended ongoing tracking of investments, is prohibited unless such usage is stated, and specifically allowed via a licensing amendment between the licensor and licensee. Use of this software for litigation support is specifically prohibited, unless covered by a written amendment to this license explicitly permitting such use, explicitly specifying hold-harmless/indemnification legal protections, and explicitly specifying licensing surcharges and recovery of contingent costs to be applied for each legal case for which it will be so used.

LICENSE PERIOD: The License period shall be from the time of License purchase until the expiration date stated within the software, or if no such date is stated, for the lifetime of the Licensee if the Licensee is a real person and the software version is designated as "Individual Investor", or one year if the Licensee is a legal entity other than a real person. Some versions of this software may have expiration dates that only apply to certain or all software features. After such date, the Licensee will lose the use of such features, but shall be considered to be licensed to use the software for those features which remain accessible. The functionality of security download and/or import interfaces with some data services and/or brokerage firms are also subject to an annual maintenance fee even if no explicit license expiration date is stated in the software. In these cases, a "license update" can be purchased to restore functionality of those interfaces. 

UPDATES AND RENEWALS: This license, subject to change of terms as noted below, applies only to the software version issued to you at the time of grant of license and to any updates which the Licensor may subsequently send you upon payment of licensing renewal fees. This license shall not be construed to give you the right to receive successor versions to this software, nor shall it be construed to fix periodic renewal fees at the current level for versions which require such fees. You furthermore understand and agree that the Licensor is not obligated to retain every current feature in future versions, and may add, remove, restrict or replace features in such versions at its own discretion.

CHANGES TO TERMS: The Licensor may from time to time change the terms of the licensing agreement upon release of new versions and/or updates to the software.  The licensee agrees that their installation of such new versions and or updates constitutes acceptance of the new terms.   These licensing terms shall not be considered amended or superseded by any terms stated unilaterally by Licensee  in oral or written correspondence, purchasing documentation (e.g. on purchase order or invoice), or on form of payment (e.g. note on check or wire confirmation); such licensee-stated terms shall not be considered to alter the terms of this license or oblige or bind the Licensor in any way or upon acceptance of license payment, unless such terms are set forth in a separate document signed by an officer of the Licensor firm and also signed by the licensee or an officer of the licensee firm.

APPLICATION ERROR MONITORING: Captools/net software may contain program code which logs software program code "de-bug" information if an error exception (bug) occurs when the program is running. By accepting the terms of this software license the licensee agrees that such information, including computer operating parameters, may be automatically transmitted to the Licensor's programmers to assist in resolving such program error conditions, subject to such information not containing Licensee-private data. 

USAGE REGISTRATION: The Licensor reserves the right to require the Licensee to periodically register their use of the software through automatic methods during operation of the software as a means to verify authorized use. Information contained in the registration shall be limited to that displayed on the Captools/net software license/keycode entry screen, the Server Control Panel console program activity and log-in tables, the "About" screens and application header or footer status bars. This information may include information that identifies the machine upon which the software is installed. 

TRANSFER OF LICENSE: This license is non-transferable, except with the express written consent of the Licensor. Reorganization of the Licensor's business entity in some cases may require re-filing of license declarations and re-licensing of the software. 

DELEGATION OF LICENSEE RIGHTS: A licensee may not delegate its rights to install or run the software to another individual or entity without requesting the Licensor to permit such delegation and obtaining the express written consent of the Licensor for such delegation for named users and locations. Additionally, the recipient of such delegation may not install or run the software unless they receive a copy of the delegation permission from the Licensor, and the level of the license so delegated is at least the minimum level required for the delegatee entity, i.e. an accounting firm, investment firm or investment professional may in no instance operate a level of the software licensed only to individual investors. 

IMPROPER USE: This product contains functions which are proprietary trades secrets. Disassembling, reverse-engineering to discern these functions or modifying this software program code or excerpting from it without the express agreement of the Licensor shall be considered a violation of this license agreement, and shall be considered to cause automatic, immediate revocation of this license.  This product contains aforementioned limits on users, accounts and securities.  Licensee usage in a manner to circumvent such limits shall be considered improper use and a violation of license terms.

LICENSE REVOCATION: The Licensor or the Licensor's representative from whom you received your license grant may revoke your license to use this software for failure to abide by the terms of this license agreement or for failure to pay for the license and/or periodic License renewals as agreed upon at the time of license grant, or for falsely declaring installations, users and/or service bureau beneficiaries. 

TECHNICAL SUPPORT: The Licensor's original grant of license to use this software or the Licensor's acceptance of periodic license renewal fees from the Licensee shall not be construed as obliging the Licensor to provide any level of technical support other than to provide the ordinary documentation which usually accompanies this software. The Licensor's provision of such support shall be considered totally at the discretion of the Licensor, excepting where a separate "pay-for-support" agreement has been entered into by Licensor and Licensee. Where the Licensor chooses to provide support, that support will be provided to only to one designated support contact person per license, unless otherwise specified in a pay-for-support agreement.

FUNCTIONALITY: This software is provided "as is". As is most software, it is subject to possible "bugs". The Licensor agrees to make a good faith effort to correct such "bugs" as they are detected, but is not obliged to report these to you, nor follow a specific time line to make such corrections. As stated in the "Limited Warranty" for this product, the Licensor shall not be responsible for any commercial or financial loss the Licensee or any user may incur as a result of using this software.

DATA PRIVACY: The Licensee agrees that the Licensor is not responsible for the privacy of  data that the Licensee or Licensee's representatives enter into Captools/net software and database under this license.  The Licensee agrees that it is their own responsibility to setup and maintain adequate security against intrusions into their computer systems to protect data stored in the Captools/net database and to protect data transmitted to users to whom they have granted remote access to their Captools/net installation.  The Licensee additionally agrees that any data that the Licensee or the Licensee's representatives provide to the Licensor, or the Licensor's representatives in connection with the Licensee's use of Captools/net is done so at the responsibility and risk of the Licensee, not the Licensor, regardless of any representation made by the Licensor or the Licensor's representatives about the security provided by the means of transmission, encryption and/or storage of such data.  The Licensee agrees to hold the Licensor harmless with respect to breach of security of such data and additionally agrees to indemnify the Licensor against any breach of privacy claim made by a third party in connection with data provided to the Licensor by the Licensee or the Licensee's representatives.

COPYRIGHT: This software is protected by U.S. and international copyright laws. Unlicensed use of this software or use of this software by more than the licensed number of users is a copyright violation and is subject to legal remedy which shall include, where not prohibited by statute, legal costs plus compensatory and/or punitive damage charges assessed based upon the benefit derived by the infringer based the amount of funds managed using unlicensed copies of the software. All copies of this software made by the Licensee shall retain the copyright notice of the original. U.S. Government and local government rights to use, duplicate, or disclose this software is restricted as per U.S. federal laws limiting such use in the presence of this notice.

AGREEMENT: If you do not agree to these license terms you must erase or destroy all copies of this software in your possession and return all documentation and media to the Licensor or to the representative from whom it was obtained.

The preceding license terms shall be construed, interpreted, and governed by the laws of the State of Washington, USA.

=======================================

LIMITED WARRANTY
Captools/net software and all other Captools Company provided software, is provided "as is". Users should ascertain to their own satisfaction that subject software produces acceptable and accurate results and performs to expectations. If not satisfied, media and documentation purchased directly from Captools Company or its successors may be returned within 45 days of purchase date for refund of purchase price less shipping costs and less a 10% restocking fee. Receipt of this refund voids the recipient's license to use this software and forfeits the recipient's right to subsequently purchase licensing to use Captools Company products. "Trial"-designated media and accompanying documentation are not subject to refund.

Captools Company or its successors warrant physical media and documentation of their origin to be free of defects in materials and workmanship for a period of 45 days from date of purchase. In event of notification by purchaser within this period of such defects, Captools Company or its successors at its option, may either replace defective media and documentation or refund customer's purchase payment.The remedy for breach of this warranty shall be limited to either replacement of defective media and documentation or refund of customer's purchase payment and shall not include any other damages. Captools Company disclaims all other warranties, express or implied, including implied warranties of merchantability and fitness for a particular purpose with respect to the content of documentation and software for which the media purchaser is licensed.  In no event shall Captools Company or its successors be liable for loss of profits or any other commercial damage resulting from or incidental to use of this product.

The preceding license terms and limited warranty statements shall be construed, interpreted, and governed by the laws of the state of Washington. CAPTOOL is a registered trademark of Captools Company. Captools/net software is Copyright 2004-2011, Captools Company. 




