DEMONSTRATION & EVALUATION
LICENSE AGREEMENT
FOR aiREMOTE ("Software")

Mentis Technology, Inc. ("Mentis")

READ THE TERMS AND CONDITIONS IN THIS LICENSE AGREEMENT CAREFULLY.  YOU WILL BE GRANTED ACCESS TO THE SOFTWARE FOR DEMONSTRATION AND EVALUATION PURPOSES ONLY.  ACCESS OR USE OF THIS SOFTWARE FOR ANY OTHER PURPOSE IS STRICTLY PROHIBITED WITHOUT THE EXECUTION OF A WRITTEN LICENSE AGREEMENT WITH MENTIS AND PAYMENT OF THE APPROPRIATE LICENSE FEES.  UPON EXECUTION, THE TERMS OF ANY SUCH WRITTEN LICENSE AGREEMENT SHALL SUPERSEDE AND REPLACE THE TERMS OF THIS AGREEMENT IN THEIR ENTIRETY.  IN CONSIDERATION OF THE FOREGOING, BY CHOOSING THE "I ACCEPT" BUTTON, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS THAT FOLLOW, INCLUDING THE WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY AND TERMINATION PROVISIONS.   IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT, YOU SHOULD NOT ACCESS AND USE THIS SOFTWARE.   WITH THE EXCEPTION OF A NON-DISCLOSURE AGREEMENT BETWEEN THE PARTIES, THIS LICENSE AGREEMENT REPRESENTS THE ENTIRE AGREEMENT CONCERNING THE SOFTWARE BETWEEN YOU AND MENTIS, AND IT SUPERSEDES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING BETWEEN THE PARTIES.

  1. License Grant.
    1. Mentis hereby grants to you, and you accept, a limited, nonexclusive license to access and use the Software only to the extent necessary for demonstration and evaluation of the Software within your organization, and for negotiations, discussions, and consultations with personnel or authorized representatives of Mentis.   You are not permitted to use the Software in any manner not expressly authorized by this License Agreement.
    2. Mentis will provide you with a login name and a temporary password that will enable you to gain access to the Software. The password provided to you may automatically expire.  Mentis reserves the right to grant or deny an extension or reinstatement at its own discretion. You shall not grant access to or allow any third party to use the password issued to you to gain access to the Software, nor grant access to or allow any third party to use the Software.
    3. Mentis shall have the right to terminate your access to the Software at its sole discretion at any time.   Mentis shall have the right at its sole discretion to restrict your access to various files or data within the Software. 
    4. In order to access and use the Software, it may be necessary for Mentis' system to download and install certain temporary programs on your computer.  Further explanation of the types of software and circumstances of its installation can be found under the "Help About" selection in the Software.
    5. You agree that you will not assign, sublicense, transfer, pledge, lease, rent, or share your rights under this License Agreement. You agree that you will not reverse engineer, disassemble, decompile, or otherwise translate the Software.   No copies of the Software may be made by you or any person under your authority or control.
  2. Mentis' Rights. You acknowledge and agree that the Software is a trade secret, confidential and proprietary product of Mentis or its suppliers and is protected under US and international copyright laws and treaties.  You further acknowledge and agree that all right, title, and interest in and to the Software, including associated intellectual property rights, are and shall remain with Mentis or its suppliers.  This License Agreement does not convey to you an interest in or to the Software, but only a limited right of use revocable in accordance with the terms of this License Agreement. The Software may not be used, demonstrated or otherwise disclosed by you to individuals outside your organization without the express written permission of Mentis.
  3. U.S. Government Acquisition. By installing the Software, you accept and agree that the Software is provided to you as a commercial item strictly under the terms and conditions of this License Agreement and includes only those rights customarily available to the public.  You are not authorized to permit disclosure by any agency or other part of the U.S. Federal Government that exceeds in any way the use and disclosure rights conveyed to you in this License Agreement.
  4. Term and Termination. This License Agreement is effective upon your acceptance of this License Agreement and shall continue until terminated.  You may terminate this License Agreement at any time by notifying Mentis in writing that you wish to terminate the License Agreement.  Mentis may at any time revoke or restrict your access to the Software in accordance with 1(c) above and may terminate this License Agreement at any time upon written notice to you.  This License Agreement will also terminate upon the execution by Mentis and you of a superseding software license agreement.
  5. Warranty Disclaimer.MENTIS MAKES NO REPRESENTATION OR WARRANTY CONCERNING THE QUALITY, PERFORMANCE OR OTHER CHARACTERISTICS OF THE SOFTWARE.   THE SOFTWARE IS PROVIDED "AS IS", WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, AND ACCURACY IS WITH THE USER.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MENTIS DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD PARTY RIGHTS, OR THOSE ARISING OUT OF USAGE OF TRADE OR COURSE OF DEALING.
  6. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MENTIS WILL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGES INCLUDING, BUT NOT LIMITED TO, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF INFORMATION, REVENUE OR PROFITS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR ANY OTHER THEORY, ARISING OUT OF ANY DEFECT IN OR FAILURE OR INADEQUACY OF PERFORMANCE OF THE SOFTWARE OR DATA FURNISHED BY MENTIS HEREUNDER.
  7. Export Restrictions. You agree that you will not export or re-export the Software in violation of any applicable law or regulations of the United States or the country in which you are resident.
  8. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Colorado as they would apply to contracts negotiated, executed, delivered and performed solely in such jurisdiction.
  9. Severability. Should any term of this License Agreement be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof.
  10. No Waiver. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement or rights or subsequent actions in the event of future breaches.
  11. No Assignment. You are not permitted to assign this License Agreement to a third party.  Any attempted assignment of this License Agreement shall be null and void.

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