
Non-Production Use Contract

This Non-Production Use Contract (this "Contract") is an agreement 
between you ("Licensee") and Watsen Networks, LLC ("Watsen"), and 
governs the use of the software to which this Contract is attached 
(the "Software").  By installing or commencing use of the Software, 
you signify your agreement with all the terms and conditions of this 
Contract, and you indicate your intent that this Contract be legally 
binding and enforceable against you.  Throughout this Contract, 
either Licensee or Watsen may be referred to individual as a "Party" 
or collectively as the "Parties".

As described below, this Contract grants to Licensee a limited 
license to use the Software for Non-Production Use (defined below).  
In the event that Licensee desires to use the Software for 
Production Use (defined below), Licensee will be required to accept 
the terms of a contract that expressly authorizes such Production 
Use.  To receive a copy of that contract, please contact Sales at 
sales@watsen.net.

0. DEFINITIONS.

"Production Use" means use of the Software (i) to operate Licensee's 
business or use to provide services to any third party; (ii) to rely 
upon the Software, or any data processed or produced by the 
Software, for purposes of making decisions related to the management 
of Licensee's business; or (iii) to derive revenue from Licensee's 
use of the Software.

"Non-Production Use" means use of the Software that is not a 
Production Use (including, without limitation, development, testing, 
evaluation, demonstration, research, and training purposes).

CONTRACTUAL TERMS

1.  LIMITED LICENSE GRANT.

1.1.  Limited-Purpose License Grant.  Watsen grants to Licensee a 
license to install the Software in Source Code format onto 
non-production based computer servers operated and under the direct 
control of Licensee; and to use the Software for Non-Production Use. 
 For purposes of this Contact, "Source Code" is any code, scripts, 
algorithms or other instructions comprising computer software in 
source or obfuscated form, designed to be interpreted in such form 
at the time of execution by a computer software interpreter or to be 
compiled and translated into machine-readable, binary object-code 
format for execution within operating system environments and/or 
targeted hardware platforms.  This license is effective only during 
the Contract Period, is non-exclusive and non-assignable, and may 
not be sublicensed, in whole or in part.  The scope of this license 
is defined by the terms and conditions of this Contract, and this 
license is granted subject to those terms and conditions.

1.2. No Implied Licenses.  Licensee acknowledges that there are no 
licenses granted by implication under this Contract.  Watsen 
reserves all rights that are not expressly granted.  Licensee 
acknowledges that, as between the Parties, Watsen owns all 
intellectual property rights and proprietary interests that are 
embodied in, or practiced by, the Software and/or its associated 
documentation.  To be clear, however, the preceding sentence does 
not constitute a representation or warranty regarding ownership of 
any intellectual property rights or other proprietary interests.  
Watsen is granting this license only under intellectual property 
rights that are owned by Watsen or that Watsen has a right to 
sublicense.

1.3.  Restrictions on Scope of Licenses.  Licensee agrees not to act 
outside the scope of the rights that are expressly granted by Watsen 
in this Contract.  In particular Licensee will not use the Software 
for any purposes other than Non-Production Use.  Further, Licensee 
will not (i) use the Software in any manner that is inconsistent 
with its associated documentation; (ii) make or install any copies 
of the Software except as expressly authorized elsewhere in this 
Contract; (iii) modify any code of the Software, nor create any 
derivative works of the Software; (iv) reverse engineer or use any 
other method to view or recreate any of the un-obfuscated source 
code of the Software; (v) use the Software to operate the business 
of a third party, or to process data or content provided by a third 
party for the operation a third party's business, or otherwise use 
the software on a third party's behalf, or act as a service bureau 
or provider of application services ("ASP" or software-as-a-service) 
to any third party; (vi) digitally transmit, publicly perform, 
publicly display, distribute or otherwise convey to any third party 
any copies of the Software or any content of the Documentation, in 
whole or in part; or (vii) sell, lend, lease, assign, transfer, 
pledge, permit a lien upon, or sublicense any of the rights having 
been granted by this Contract with respect to the Software and/or 
Documentation.  Licensee agrees to use the Software only for lawful 
purposes and in compliance with all applicable laws, rules and 
regulations issues by governing authorities.  Licensee may not 
export or re-export any full or partial copies of the Software or 
Documentation outside the United States of America, unless it first 
obtains any and all licenses and permits that may be required from 
governmental authorities.  Licensee acknowledges and agrees that any 
act or omission in breach of this section will constitute an 
unauthorized exercise of Watsen's exclusive intellectual property 
rights beyond the scope of the rights licensed by this Contract, and 
strict compliance with this section is an essential basis of this 
Contract.  Licensee agrees to reimburse Watsen for attorneys' fees 
and court costs incurred in connection with any lawsuit brought by 
Watsen in which a court or arbitrator finds that Licensee has 
breached any provisions of this section.

1.4.  Non-Production Use Restrictions.  Licensee acknowledges that 
the Software may only be used for Non-Production Use.  Licensee 
acknowledges that the Software may be in the process of further 
development and refinement by Watsen, and may contain programming 
errors, design errors, or malfunctions, and Licensee accepts and 
assumes all risk of reliance upon the Software, and/or reliance upon 
any data processed or produced by the Software, in the operation and 
management of Licensee's business, and/or in Licensee's provision of 
services to any third party. Licensee agrees that this Contract does 
not grant it any right to use the Software for Production Use.

1.5 No Duty to Correct Errors.  Licensee acknowledges and agrees 
that Watsen has no obligation under this Agreement to correct any 
defects or errors in the Software, regardless of whether Licensee 
informs Watsen of such defects or errors or Watsen otherwise is, or 
becomes aware of, such defects or errors.

2.  LICENSEE'S REPORTING OBLIGATIONS.

Licensee acknowledges and agrees that the Software has been provided 
by Watsen solely for the purposes of Non-Production Use.  In 
consideration for the rights granted in this Contract, Licensee 
agrees to provide Watsen with such error reports or other comments 
as Licensee may at any time develop with respect to the Software.  
Such reports may be sent to Support at support@watsen.net. Licensee 
also acknowledges and agrees that any such comments, ideas and/or 
error reports shall be considered Watsen's Proprietary Information 
(defined below), and shall be subject to all the terms and 
conditions of this Contract governing Proprietary Information.  
Licensee hereby irrevocably transfers and assigns to Watsen (i) all 
patents, copyrights, trademarks, trade secrets and other 
intellectual property rights in any idea, comment, suggestion, error 
report or other materials Licensee may submit to Watsen with respect 
to the Software; and (ii) any and all "moral rights" that Licensee 
may have in, or with respect to, any such materials.

3.  FEES AND EXPENSES.

3.1.  No Fees.  The Parties agree that no license fees or other fees 
shall be payable under this Contract in exchange for the rights 
granted and/or the use of the Software or other materials provided 
under this Contract.  Licensee acknowledges and agrees that this fee 
arrangement is made in consideration for the mutual covenants set 
forth in this Contract, including, without limitation, the 
disclaimers, exclusions, and limitations of liability set forth 
herein.

3.2.  Operating Expenses.  Licensee shall bear its own expenses in 
connection with exercising its rights or performing its obligations 
under this Contract, including, without limitation, any and all 
expenses incurred in connection with Non-Production Use of the 
Software.

4.  CONFIDENTIALITY OBLIGATIONS.

Licensee agrees not to disclose or permit access to the Watsen's 
Proprietary Information, except to the Licensee's employees and 
agents who are informed of the confidential nature of the 
Proprietary Information and who have agreed in writing or who are 
otherwise legally bound to treat Watsen's Proprietary Information in 
a manner consistent with Licensee's duties under this Contract.  
Licensee will not use Watsen's Proprietary Information except (i) as 
necessary to perform the Licensee's duties under this Contract; and 
(ii) in any other manner that this Contract expressly authorizes. 
Even after termination or expiration of this Contract, the Licensee 
will continue to treat Proprietary Information received from Watsen 
in accordance with this Contract, for so long as the information 
fits the definition of "Proprietary Information," or until use and 
disclosure of the information would no longer be restricted even if 
this Contract remained in full force.  For purposes of this 
Contract, "Proprietary Information" means data or information in any 
form disclosed by Watsen to the Licensee by any means, if and for so 
long as the data and information are protectable as trade secrets by 
Watsen or are otherwise subject to legal rights that give Watsen, 
independent of contract, a right to control use and/or disclosure of 
the data and information.

5.  ALLOCATIONS OF RISK.

5.1.  Representations and Warranties.  Licensee represents that (i), 
if it is not a natural person, it is in good standing in the state 
where it is formed, and it has the power to enter and perform this 
Contract under applicable law, its bylaws and/or other governance 
documents; and (ii) it has obtained any consent it requires from its 
management, its board of directors and any third parties to the 
extent consent is necessary to authorize it to enter and perform 
this Contract.  Licensee warrants that all of its representations 
above will remain true throughout the term of this Contract; and 
that full performance of its duties under this Contract will not 
conflict with its performance under any other legally binding 
agreement.  Licensee agrees that, in the event that any of its 
representations or warranties under this Contract ceases to be true 
or accurate, it will promptly notify Watsen.

5.2. General Disclaimers.  Licensee acknowledges and agrees that the 
Software has been provided solely for the purposes of Non-Production 
Use.  Licensee represents that it is entering this Contract without 
relying upon any representation or warranty not expressly stated in 
this document or documents incorporated herein.   Licensee 
acknowledges that the Software may contain operational malfunctions, 
errors, or other defects and agrees that licensee is entering this 
agreement solely for purposes of Non-Production Use of the Software. 
  Accordingly, Licensee agrees to assume all risks from use of the 
Software and acknowledges that the Software is provided "as is" and 
"with all defects," and Licensee agrees to indemnify Watsen from and 
against any and all damages, liabilities and out-of-pocket expenses 
incurred by Watsen arising from Licensee's use of the Software 
and/or arising from Licensee's breach of this Contract.  To the 
maximum extent permitted by applicable law, Watsen disclaims any and 
all promises, representations and warranties, express, implied or 
statutory, including, but not limited to, any warranties of 
merchantability, fitness for a particular purpose, data accuracy, 
system integration, title, non-infringement, non-interference and/or 
quiet enjoyment, and all warranties that may otherwise be implied.  
No warranties are made on the basis of trade usage, course of trade, 
or course of performance.  Watsen does not warrant that the Software 
will meet Licensee's requirements or that the operation of the 
Software will be uninterrupted or error-free, or that all or any 
errors will be corrected.

5.3.  No Duty to Correct Errors.  Licensee acknowledges and agrees 
that Watsen has no obligation under this Contract to correct any 
defects or errors in the Software furnished to Licensee under this 
Contract, regardless of whether Licensee informs Watsen of such 
defects or errors or Watsen otherwise is, or becomes aware of, such 
defects or errors.

5.4.  Limits of Contractual Liabilities.    Licensee agrees that 
Watsen will have no liability for any indirect, incidental, 
consequential, special or punitive damages in connection with this 
Contract, regardless of the theory of liability (including theories 
of contractual liability, tort liability, or strict liability), nor 
liability for lost profits, loss of business opportunity, or 
business interruption, even if Watsen knew or should have known that 
those kinds of damages were possible.  Watsen's maximum cumulative 
liability in connection with this Contract shall never exceed One 
Dollar ($1.00). Licensee irrevocably waives any and all claims that 
it has or may have in the future for direct damages in excess of the 
foregoing limit.  Watsen acknowledges that this Section is an 
essential part of this Contract, absent which the economic terms and 
other provisions of this Contract would be substantially different.

6.  DURATION AND TERMINATION OF CONTRACT.

6.1.  Duration of Contract.  This Contract will become legally 
enforceable on the date Licensee installs or begins using the 
Software and will remain in effect until either Party terminates it 
in one of the situations permitting termination as described below 
(the "Contract Period").

6.2.  Termination for Breach.  Watsen may terminate this Contract 
immediately if Licensee breaches any of its material obligations 
under this Contract.

6.3.  Termination for Convenience.  Licensee may terminate this 
Contract at any time by uninstalling and ceasing all use of the 
Software.

6.4.  No other right to terminate.  The Parties agree that neither 
of them may terminate this Contract except in the limited 
circumstance when this Contract expressly permits termination.

6.5.  General consequences of termination.  Effective immediately 
upon termination of this Contract, (i) all licenses granted under 
this Contract will become void, (ii) Licensee shall cease all use of 
the Software and shall destroy all copies of the Software and 
associate documentation in its possession, and (iii) Licensee will 
not have continuing rights to use any of Watsen's Proprietary 
Information or to exercise any intellectual property rights having 
been licensed under this Contract.  As soon as can reasonably be 
accomplished after this Contract is terminated, Licensee will 
discontinue its use and will return any Proprietary Information and 
proprietary materials to Watsen.

6.6.  Continuing Force of Certain Provisions.  Even if this Contract 
expires or is terminated, the Parties agree to remain bound by the 
provisions of Section 1.2, 1.3, 2, 3, 4, 5, 6.5, 6.6 and Section 7.  
The rights and duties created by those provisions will not 
terminate, but will remain in effect for so long as the provisions 
themselves expressly state, or, if not stated, indefinitely.  Each 
Party will retain any claims accrued prior to termination, such as 
accrued rights to receive payments from the other Party.  However, 
those claims, including accrued claims to receive payment, will 
expire on the second anniversary of the Contract's termination, 
after which each Party irrevocably releases and waives those claims, 
except any claims arising from the other Party's infringement of its 
intellectual property rights or misappropriation of its Proprietary 
Information.

7.  GENERAL AND MISCELLANEOUS PROVISIONS.

7.1.  Limitations on Assignment and Delegation.  Licensee agrees 
that it may not assign to any third party some or all of its rights 
under this Contract, nor delegate to any third party some or all of 
it its duties.  Any document, instrument or act that claims to make 
such an assignment or delegation will be interpreted as wholly 
ineffective and will be disregarded.  Watsen may waive enforcement 
of this provision only in a writing signed by its representative 
that expressly indicates its consent to Licensee's assignment or 
delegation.

7.2.  Benefit of Contract Parties Only.  The Parties intend to make 
commitments only to each other under this Contract, and only for 
their respective benefits.  They do not intend to give any third 
party any right to enforce this Contract or any part of it.

7.3.  Applicable Law.  The Parties intend that the laws of the 
Commonwealth of Virginia should be used to interpret and enforce 
this Contract.  If any instances occur when the laws of Virginia 
themselves would require the law of another jurisdiction to be 
applied to this Contract, the Parties do not wish the other 
jurisdiction's law to be applied and instead intend for Virginia's 
law to be applied even in those situations.

7.4.  Venue for disputes.  The Parties agree that any litigation 
between them may only be brought in courts located within Virginia, 
and each Party consents to the jurisdiction of those courts.  
However, a Party may bring an action solely for purposes of seeking 
an injunction to stop or prevent infringement of intellectual 
property rights or misappropriation of Proprietary Information by 
the other Party in any court that has jurisdiction.

7.5.  Entire Agreement.  The Parties agree that the provisions of 
this Contract are the entire agreement between them regarding the 
matters that this Contract addresses.  The Parties also agree that 
any prior agreements about those same matters, whether written or 
oral, are superseded by this Contract, and previous oral agreements 
about those matters do not have any legally binding force.
