Important! Read the terms and conditions of this license agreement (hereafter "Agreement") carefully before using XMLmind XML Editor (hereafter "Software"). Use of the Software implies acceptance of this Agreement, and legally binds you and/or your company (hereafter "Licensee"), and XMLmind Software (hereafter "Licensor"), to the terms and conditions set forth below.

1 Grant of License

Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive and non-transferable license to install, use, customize and extend the Software solely for the internal business purposes of Licensee or any majority-owned subsidiary of Licensee.

Note that the Software is the union of two related but distinct applications: XMLmind XML Editor Professional Edition (hereafter "Desktop Application") and XMLmind XML Editor Web Edition (hereafter "Web Application"). Therefore Licensee may choose to install/use/customize/extend only the Desktop Application or only the Web Application or both the Desktop Application and the Web Application.

1.1 Installation and use

1.1.1 Desktop Application

The Desktop Application may be installed on any number of host machines belonging to Licensee or to any majority-owned subsidiary of Licensee and this, whatever the geographical location of these host machines.

The Desktop Application may be used by any Licensee's employee, by any independent contractor hired by Licensee, by any employee of any majority-owned subsidiary of Licensee or by any independent contractor hired by any majority-owned subsidiary of Licensee, and this, without restriction regarding the number of concurrent users.

Licensee may deploy the Desktop Application as a desktop application, as a Java™ Applet, using Java™ Web Start or using any kind of remote desktop technology, without restriction regarding the number of concurrent users and this, whatever the technology used to deploy the Desktop Application.

1.1.2 Web Application

The Web Application comprises two different programs: the Server Program and the Client Program. The Client Program connects to the Server Program to obtain some services. The Server Program simultaneously provides possibly many instances of the Client Program with some services.

• Licensee may install and use the Server Program on any number of host machines belonging to Licensee or to any majority-owned subsidiary of Licensee and this, whatever the geographical location of these host machines.
• The Client Program requires no installation: it is downloaded and is run by the web browser of the end-user of the Web Application.
  • The computer from which the Client Program is downloaded by the web browser must belong to Licensee or to any majority-owned subsidiary of Licensee.
  • Licensor does not impose any restriction on the location and the owner of the computer running the Client Program within the web browser of the end-user of the Web Application.
• The number of instances of the Client Program simultaneously using the services of the Server Program is not restricted by the Licensor. This number is limited only by the capacities of the computer running the Server Program.

1.2 Customization and extension

Licensee may customize the Software by means of configuration files, and extend the Software by means of the public Application Programming Interfaces.

Additionally, Licensee may modify or extend the Software by any other means, however such modifications or extensions free Licensor from any further technical support to Licensee.

2 Restrictions

The Software is copyrighted and title to all copies is retained by Licensor. Except as stated in section 1.1, Licensee may not make copies of the Software other than copies for archival purposes. Licensee may, for its internal use only, print copies of the documentation of the Software, in which event all proprietary rights notices on the Software shall be reproduced and applied. Except as stated in section 1.2, Licensee may not modify, decompile, or otherwise reverse engineer the Software. Licensee may not distribute the Software, or part of the Software, alone or bundled with another product, without written permission from Licensor.

The Software is not designed or licensed for use in on-line control equipment in hazardous environments such as operation of nuclear facilities, aircraft navigation or control, or direct life support machines.

The Software is confidential and proprietary information of Licensor. Licensee agrees to protect the Software from unauthorized use or disclosure.

3 Warranty Disclaimer

Licensor does not warrant that the Software will meet Licensee's requirements or that the Software is error-free. Except as specified in this Agreement, Licensor expressly disclaims all warranties, express or implied, with respect to the Software, including, but not limited to, warranties of merchantability, fitness for a particular purpose or non-infringement.

4 Limitation of Liability

In no event shall Licensor be liable to Licensee or a third party for any lost revenue, profit or data, or for any indirect, special or consequential damages, however caused and regardless of theory of liability, arising out of the use of or inability to use the Software, even if Licensor has been advised of the possibility of such damages.

5 Termination

This license is effective from the date of first use of the Software by Licensee and is perpetual unless terminated by Licensee's election or by breach of this Agreement. Licensee may terminate this license at any time by destroying all copies of the Software, including any documentation. This license will terminate immediately without notice from Licensor if Licensee fails to comply with any provision of this Agreement. Upon termination, Licensee must destroy all copies of the Software, including any documentation.

6 Entirety

This Agreement is the complete and exclusive statement of agreements between Licensee and Licensor relating to the Software. It supersedes all prior agreements and understandings, and prevails over any conflicting or additional terms of any quote, order, acknowledgement, or similar communication between the parties before or during the term of this Agreement. It may be modified only in writing signed by both parties.

This Agreement is made under, shall be governed by and construed in accordance with the French law.