RationalPlan End-User License Agreement

Last update: February 10, 2007

IMPORTANT: THIS SOFTWARE END USER LICENSE AGREEMENT ("EULA") IS A LEGAL
AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR, IF PURCHASED OR OTHERWISE
ACQUIRES BY OR FOR AN ENTITY, AN ENTITY) AND STAND BY SOFT. READ IT CAREFULLY
BEFORE COMPLETING THE INSTALLATION PROCESS AND USING THIS SOFTWARE. IT PROVIDES

A LICENSE TO USE THIS SOFTWARE AND CONTAINS WARRANTY INFORMATION AND LIABILITY
DISCLAIMERS. BY DOWNLOADING OR INSTALLING THE SOFTWARE YOU ARE INDICATING YOUR
ASSENT TO THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO ALL OF THE
FOLLOWING TERMS, DO NOT DOWNLOAD OR INSTALL THE SOFTWARE OR DISCONTINUE USE
IMMEDIATELY AND DESTROY ALL COPIES.

I DEFINITION

1. "Stand By Soft" means Stand By Soft Ltd.
2. "Software" means the executable code of RationalPlan (Project Management
Software) and corresponding documentation, printed materials, online or
electronic documentation.
3. "Named User" is an individual authorized by You to use the Software
through the assignment of a single user ID, regardless of whether or not the
individual is using the Software at any given time.

II LICENSE GRANTS

1. This Software is licensed, not sold. Upon your payment of the license fee,

Stand By Soft provides you with a permanent registration number ("License key")

and grants you a limited, non-exclusive, non-transferable license to:
a. use the Software on a Named User basis meaning specific individuals
are authorized to access the Software and the total number of named users may
not exceed the total number licensed by You.
b. copy the Software in machine-readable form solely for backup
purposes.
2. The Named User of the Software may install and use the Software on as many

computers (including operating systems) as he or she likes.

III LICENSE RESTRICTIONS

1. You may not provide or make available by any means the License Key to any
third party. You undertake to take such steps as are necessary in order to
protect the License Key against unauthorized use.
2. You may not alter, merge, modify, adapt or translate the Software, or
decompile, reverse engineer, disassemble, or otherwise reduce the Software to a

human-perceivable form.
3. You may not sell, rent, lease, sublicense, transfer, resell for profit or
otherwise distribute the Software or any part thereof.
4. You may not modify the Software or create derivative works based upon the
Software.
5. You may not remove or obscure any copyright and trademark notices relating

to the Software.

IV OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS

This Agreement gives you limited rights to use the Software. Stand By Soft
retain any and all rights, title and interest in and to the Software and all
copies thereof, including copyrights, patents, trade secret rights, trademarks
and other intellectual property rights. All rights not specifically granted in
this Agreement, including International Copyrights, are reserved by Stand By
Soft . The structure, organization and code of the Software are valuable trade
secrets and confidential information of Stand By Soft .

V LIMITED WARRANTIES

1. Stand By Soft warrants that is holds the proper rights allowing it to
license the Software and is not currently aware of any actions that may affect
its rights to do so.
2. THE SOFTWARE IS PROVIDED ON AN "AS IS" BASIS. STAND BY SOFT MAKES NO
WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY
IMPLIED WARRANTY OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
WITHOUT LIMITATION, YOU ASSUME SOLE RESPONSIBILITY FOR SELECTING THE SOFTWARE
TO ACHIEVE YOUR INTENDED RESULTS AND FOR THE INSTALLATION, USE AND RESULTS
OBTAINED FROM THE SOFTWARE. STAND BY SOFT MAKES NO WARRANTY THAT THE SOFTWARE
WILL BE ERROR FREE OR FREE FROM INTERRUPTIONS OR OTHER FAILURES. IN PARTICULAR,

THE SOFTWARE IS NOT DESIGNED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING
FAIL-SAFE PERFORMANCE. STAND BY SOFT EXPRESSLY DISCLAIMS ANY WARRANTY OF
FITNESS FOR HIGH-RISK ACTIVITIES.

VI DURATION

You may terminate the Agreement at any time by destroying all copies of the
Software. Stand By Soft may terminate the Agreement upon breach of your
obligations under the present Agreement.

VII GENERAL

1. Stand By Soft reserves the right at any time to cease the support of the
Software and to alter prices, features, specifications, capabilities,
functions, licensing terms, release dates, general availability or other
characteristics of the Software.
2. If any provision hereof shall be held illegal, invalid or unenforceable,
in whole or in part, such provision shall be modified to the minimum extent
necessary to make it legal, valid and enforceable, and the legality, validity
and enforceability of all other provisions of this Agreement shall not be
affected.
3. This Agreement is to be governed by and construed in accordance with the
laws and jurisdiction of the defending party. Each party for itself and its
property, hereby submits to the jurisdiction and venue of the defending party
in relation to any claim or dispute that may arise with respect to this
Agreement and any judgment that may be rendered in connection with any such
claim or dispute. Service of process upon either party shall be valid if served

by registered or certified mail, return receipt requested and to the most
current address provided by such party.
4. You may not assign this Agreement in whole or in part, without the prior
written consent of Stand By Soft. Any attempt by You to assign this Agreement
without such consent will be null and void.
5. This Agreement contains the entire agreement between Stand By Soft and You

related to the software and supersedes all prior agreements and understandings,

whether oral or written.

Copyright (c) 2007 Stand By Soft Ltd.