Yakov Vizel.  IS WILLING TO LICENSE THE
Yakov Vizel YtvAlarm,  Version 1.0, 
SOFTWARE TO LICENSEE ONLY UPON THE CONDITION THAT LICENSEE
ACCEPTS ALL OF THE TERMS CONTAINED IN THIS LICENSE AGREEMENT
("AGREEMENT").  PLEASE READ THE TERMS AND CONDITIONS OF THIS
AGREEMENT CAREFULLY.  BY DOWNLOADING OR INSTALLING THIS
SOFTWARE, LICENSEE ACCEPTS THE TERMS AND CONDITIONS OF THIS
LICENSE AGREEMENT.  INDICATE ACCEPTANCE BY SELECTING THE
"ACCEPT" BUTTON AT THE BOTTOM OF THIS AGREEMENT.  IF
LICENSEE IS NOT WILLING TO BE BOUND BY ALL THE TERMS, SELECT
THE "DECLINE" BUTTON AT THE BOTTOM OF THE AGREEMENT AND THE
DOWNLOAD OR INSTALL PROCESS WILL NOT CONTINUE.
1.0 DEFINITIONS "Licensed Software" means the Yakov Vizel YtvAlarm,  Version 1.0,  software in binaryand/or source code forms, any other machine readable
materials (including, but not limited to, libraries, source
files, header files, and data files) and any user manuals,
programming guides and other documentation provided to
Licensee by Yakov Vizel under this Agreement.
2.0 LIMITED LICENSE
2.1 Source and Binary Codes. Yakov Vizel grants to
Licensee, a non-exclusive, non-transferable, royal
and limited license to use the codes. 
The source files are part of the Yakov Vizel's projects source distribution and
 is Copyright 2001-2004 by Yakov Vizel(YtvSoftware@YtvSoftware.com)
 This code may be used in compiled form in any way you desire PROVIDING 
 it is not sold for profit as a stand-alone application.
 The files may be redistributed unmodified by any means providing it is
 not sold for profit without the Yakov Vizel written consent, and
 providing that this notice and the authors name and all copyright 
 notices remains intact. 
 The files are provided 'as is' with no expressed or implied warranty.
 The author accepts no liability if it causes any damage to your computer.
2.2. No licenses are granted to Licensee for any other
purposes, Licensee may not sell, rent, loan or otherwise
encumber or transfer Licensed Software in whole or in part,
to any third party.
3.0 LICENSE RESTRICTIONS 
3.1 Licensee may not duplicate
Licensed Software other than for a single copy of Licensed
Software for archival purposes only.  Licensee agrees to
reproduce any copyright and other proprietary right notices
on any such copy. 
3.2 Except as otherwise provided by law,
Licensee may not reverse engineer, disassemble or
decompile binary portions of the Licensed Software, or
otherwise attempt to derive the source code from such
portions. 
3.3 No right, title, or interest in or to
Licensed Software, any trademarks, service marks, or trade
names of Yakov Vizel or Yakov Vizel's licensors is granted under this
Agreement.  3.4
4.0 NO SUPPORT Yakov Vizel is under no obligation to support
Licensed Software or to provide Licensee with updates or
error corrections (collectively "Software Updates").  If
Yakov Vizel, at its sole option, supplies Software Updates to
Licensee, the Software Updates will be considered part of
Licensed Software, and subject to the terms of this
Agreement.
5.0 LICENSEE DUTIES Licensee agrees to evaluate and test the
Software for use in Licensee's software environment and
provide feedback to Yakov Vizel in a manner reasonably requested by
Yakov Vizel.  Any and all test results, error data, reports or other
information, feedback or materials made or provided by
Licensee relating to Software (collectively, "Feedback") are
the exclusive property of Yakov Vizel and Licensee hereby assigns
all Feedback to Yakov Vizel at no cost to Yakov Vizel.  Yakov Vizel may use such
Feedback in any manner and for any purpose, without
limitation, liability or obligation to Licensee.
6.0 TERM AND TERMINATION OF AGREEMENT 6.1 This Agreement
will commence on the date on which Licensee receives
Licensed Software (the "Effective Date") and will expire
twenty one (21) days from the Effective Date, unless terminated
earlier as provided herein. Yakov Vizel may terminate this Agreement
anytime should any Licensed Software become, or in Yakov Vizel's
opinion be likely to become, the subject of a claim of
infringement of a patent, trade secret or copyright.  6.2
Yakov Vizel may terminate this Agreement immediately should Licensee
materially breach any of its provisions or take any action
in derogation of Yakov Vizel's rights to the Confidential
Information licensed to Licensee.  6.3 Upon termination or
expiration of this Agreement, Licensee will immediately
cease use of and destroy Licensed Software, any copies
thereof and provide to Yakov Vizel a written statement certifying
that Licensee has complied with the foregoing obligations.
6.4 Rights and obligations under this Agreement which by
their nature should survive, will remain in effect after
termination or expiration hereof.
7.0 CONFIDENTIAL INFORMATION 7.1 For purposes of this
Agreement, "Confidential Information" means:  (i) business
and technical information and any source code or binary
code, which Yakov Vizel discloses to Licensee related to Licensed
Software; (ii) Licensee's feedback based on Licensed
Software; and (iii) the terms, conditions, and existence of
this Agreement.  Licensee may not disclose or use
Confidential Information, except for the purposes specified
in this Agreement.  Licensee will protect the Confidential
Information with the same degree of care, but not less than
a reasonable degree of care, as Licensee uses to protect its
own Confidential Information.  Licensee's obligations
regarding Confidential Information will expire no less than
five (5) years from the date of receipt of the Confidential
Information, except for Yakov Vizel source code which will be
protected in perpetuity.  Licensee agrees that Licensed
Software contains Yakov Vizel trade secrets.  7.2 Notwithstanding
any provisions contained in this Agreement concerning
nondisclosure and non-use of the Confidential Information,
the nondisclosure obligations of Section 7.1 will not apply
to any portion of Confidential Information that Licensee can
demonstrate in writing is:  (i) now, or hereafter through no
act or failure to act on the part of Licensee becomes,
generally known to the general public; (ii) known to
Licensee at the time of receiving the Confidential
Information without an obligation of confidentiality; (iii)
hereafter rightfully furnished to Licensee by a third party
without restriction on disclosure; or (iv) independently
developed by Licensee without any use of the Confidential
Information.  7.3 Licensee must restrict access to
Confidential Information to its employees or contractors
with a need for this access to perform their employment or
contractual obligations and who have agreed in writing to be
bound by a confidentiality obligation, which incorporates
the protections and restrictions substantially as set forth
in this Agreement.
8.0 DISCLAIMER OF WARRANTY 8.1 Licensee acknowledges that
Licensed Software may contain errors and is not designed,
licensed, or intended for use in the design, construction,
operation or maintenance of any nuclear facility ("High Risk
Activities").  Yakov Vizel disclaims any express or implied warranty
of fitness for such uses.  Licensee represents and warrants
to Yakov Vizel that it will not use, distribute or license the
Licensed Software for High Risk Activities.  8.2 LICENSED
SOFTWARE IS PROVIDED "AS IS".  ALL EXPRESS OR IMPLIED
CONDITIONS, REPRESENTATIONS, AND WARRANTIES, INCLUDING ANY
IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY,
FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE
DISCLAIMED, EXCEPT TO THE EXTENT THAT SUCH DISCLAIMERS ARE
HELD TO BE LEGALLY INVALID.
9.0 LIMITATION OF LIABILITY 9.1 Licensee acknowledges that
the Licensed Software may be experimental and that the
Licensed Software may have defects or deficiencies, which
cannot or will not be corrected by Yakov Vizel.  Licensee will hold
Yakov Vizel harmless from any claims based on Licensee's use of the
Licensed Software for any purposes other than those of
internal evaluation, and from any claims that later versions
or releases of any Licensed Software furnished to Licensee
are incompatible with the Licensed Software provided to
Licensee under this Agreement.  9.2 To the extent not
prohibited by law, in no event will Yakov Vizel be liable for any
indirect, punitive, special, incidental or consequential
damage in connection with or arising out of this Agreement
(including loss of business, revenue, profits, use, data or
other economic advantage), however it arises, whether for
breach or in tort, even if Yakov Vizel has been previously advised
of the possibility of such damage.
10.0 U.S.  GOVERNMENT RESTRICTED RIGHTS If this Software is
being acquired by or on behalf of the U.S.  Government or by
a U.S.  Government prime contractor or subcontractor (at any
tier), then the Government's rights in the Software and
accompanying documentation shall be only as set forth in
this license; this is in accordance with 48 C.F.R.
227.7202-4 (for Department of Defense (DOD) acquisitions)
and with 48 C.F.R.  2.101 and 12.212 (for non-DOD
acquisitions).
11.0 GENERAL TERMS 11.1 Any action relating to or arising
out of this Agreement will be governed by California law and
controlling U.S.  federal law.  The U.N.  Convention for the
International Sale of Goods and the choice of law rules of
any jurisdiction will not apply.  11.2 Licensed Software and
technical data delivered under this Agreement are subject to
U.S.  export control laws and may be subject to export or
import regulations in other countries.  Licensee agrees to
comply strictly with all such laws and regulations and
acknowledges that it has the responsibility to obtain such
licenses to export, re-export or import as may be required
after delivery to Licensee.  11.3 It is understood and
agreed that, notwithstanding any other provision of this
Agreement, Licensee's breach of the provisions of Section 7
of this Agreement will cause Yakov Vizel irreparable damage for
which recovery of money damages would be inadequate, and
that Yakov Vizel will therefore be entitled to seek timely
injunctive relief to protect Yakov Vizel's rights under this
Agreement in addition to any and all remedies available at
law.  11.4 Neither party may assign or otherwise transfer
any of its rights or obligations under this Agreement,
without the prior written consent of the other party, except
that Yakov Vizel may assign this Agreement to an affiliated company.
11.5 This Agreement is the parties' entire agreement
relating to its subject matter.  It supersedes all prior or
contemporaneous oral or written communications, proposals,
conditions, representations and warranties and prevails over
any conflicting or additional terms of any quote, order,
acknowledgment, or other communication between the parties
relating to its subject matter, including any Binary Code
Licenses, Supplemental Terms, or other licenses contained
within Licensed Software.  No modification to this Agreement
will be binding, unless in writing and signed by an
authorized representative of each party.  
