Ajaxium 用 AJAX ASP.NET替換了一些回ASP.NET，將現有的應用程式轉換為 Web 2.0，無需 JavaScript 回調或伺服器端編碼 Ajaxium 專為開發人員ASP.NET最終解決方案，可相容其支援的所有ASP.NET。與其他基於 AJAX 的方法和巨大的 AJAX 框架不同，由 Ajaxium 提供支援的網站仍然可供所有搜尋引擎和舊瀏覽器訪問，因為經典 ASP.NET 的自動和無聲降級。Ajaxium 的優點之一是客戶端代碼不依賴於瀏覽器的版本，並且沒有內置硬編碼的「瀏覽器相容性清單」。即使現代瀏覽器禁用或無法操作其所需功能，Ajaxium 也以靜默方式優雅地回回到標準ASP.NET沒有任何錯誤消息或頁面重新載入。為了進一步提高可訪問性，Ajaxium 允許您ASP.NET切換回該用戶端並回應任何訪問者。 Ajaxium 支援所有預設ASP.NET和自定義控制項，以及大多數第三方ASP.NET，且相容性限制最小。Ajaxium 不是一個巨大的框架或另一組支援 AJAX 的控制項，而是一個使現有ASP.NET啟用 AJAX 的元件。因此，它將從頭開始保存您從重寫現有控制項、內部代碼庫或代碼生成框架。 使用 Ajaxium 時，在現有的程式設計模型中不需要ASP.NET一點。"代碼面"是業務邏輯代碼、Javascript和HTML的混合體，是傳統AJAX應用程式的常見應用，通常會導致複雜AJAX項目的失敗，一旦你有了Ajaxium，它永遠不會困擾你。 Ajaxium 提高了開發人員的工作效率，使他們的工作與創建傳統應用程式ASP.NET一樣簡單。開發人員僅使用 ASP.NET 1 或 2 的經典語言，開發人員可以比競爭對手使用傳統技術更快地創建完整的 AJAX 解決方案。
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AJAXIUM.COM AJAXIUM SOFTWARE LICENSE AGREEMENT NOTICE: READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE YOU DOWNLOAD, INSTALL OR USE AJAXIUMS SERVER COMPONENT (HERINAFTER REFERRED TO AS THE SOFTWARE). BY INSTALLING OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS AS SET OUT HEREIN. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT BUY, INSTALL OR USE THE SOFTWARE. This is the entire agreement between YOU and Ajaxium which supersedes any prior agreement or covenant, whether written or oral, relating to this subject matter. The purchase of licenses which include the source code, is final. This license does not apply to Internet Service Providers (ISP). If you are an ISP entity, please, contact the Ajaxium sales team ( http://www.ajaxium.com/contact.aspx ) for a special ISP license agreement. Distribution of the SOFTWARE elements for use in design time is NOT covered by this license. If you wish to distribute the SOFTWARE elements as part of a design environment, you will need to apply for a special OEM license that involves payment of royalties. Mass distribution of the SOFTWARE as part of branded commercial products is NOT covered by this license. In order to obtain further information and submit inquiries about a redistributable license, please contact the AJAXIUM sales team http://www.ajaxium.com/contact.aspx 1 DEFINITIONS "AJAXIUM" means (a) AJAXIUM.COM, the website which distributes the SOFTWARE, and (b) the legal owners of the said website. "YOU" and "YOUR" refer to the party, either an individual or a single entity, applying for the SOFTWARE license hereunder. "SOFTWARE" means the computer programs in a machine-readable form or object code provided hereunder by AJAXIUM together with any documentation attached thereto. "APPLICATION" means any computer programs of YOUR design which incorporate or interact with the SOFTWARE. "WEBSITE" means (a) any Internet domain name under which web pages and data are served to the audience, and (b) the content of such pages and data. "LICENSE" means this Ajaxium Software License Agreement (hereinafter referred to as the LICENSE) which constitutes a legal agreement between YOU and AJAXIUM with regard to the SOFTWARE and all the materials contained therein and also other materials supplied therewith. "REDISTRIBUTABLE ELEMENTS" mean any parts of the SOFTWARE provided by AJAXIUM in a compiled form as run-time assemblies (.dlls). 2 OWNERSHIP; LICENSE GRANT 2.1 The License granted to YOU hereunder shall authorize YOU to use the SOFTWARE on a non-exclusive basis. The SOFTWARE contemplated herein is licensed, not sold to YOU. AJAXIUM shall retain ownership rights to the copy of the SOFTWARE in YOUR possession, and likewise to all copies YOU may be licensed to make hereunder. This LICENSE shall specify YOUR rights to the SOFTWARE as the LICENSEE hereunder, and AJAXIUM shall retain any and all rights not expressly granted to YOU by this LICENSE. AJAXIUM shall continue to own the copy of the SOFTWARE licensed to you and any and all copies thereof. This License is granted to YOU for YOUR sole use and may not be assigned or transferred by YOU to any third party. AJAXIUM hereby grants to YOU, and YOU accept, a non-exclusive, non-transferable license to use, copy and modify the SOFTWARE only as authorized below. 2.2 Subject to the receipt by AJAXIUM of applicable license fees, YOU have the right to use the SOFTWARE as follows: A) Single Developer License. If YOU have purchased a Single Developer License the SOFTWARE is licensed per individual developer. YOU may make copies on more than one computer as long as the use of the SOFTWARE is by the same developer. If YOU have purchased a "multi-pack" license, YOU may use a copy of the SOFTWARE identified in the multi-pack on the number of computers associated with the multi-pack (e.g. a five-user multi-pack allows YOU to use the SOFTWARE on up to five computers concurrently or by five different developers, a ten-user multi-pack may be used on up to ten computers concurrently or by ten different developers). The SOFTWARE is in "use" on a computer when it is loaded into temporary memory (i.e. RAM) or installed into permanent memory (e.g. hard disk, CD-ROM, or other storage device) of that computer. B) Single Domain License. If YOU have purchased a Single Domain License the SOFTWARE is licensed per individual domain. YOU may make a required number of copies of the SOFTWARE for each developer working on YOUR APPLICATION(s). You may integrate the SOFTWARE into an unlimited number of custom-developed Applications, with a limitation that all of applications developed under this license must operate on a single web site solely under the domain name as defined during the purchase of the SOFTWARE. 3 PERMITTED USES This LICENSE grants YOU the following rights: 3.1 YOU may make a copy (either a hardcopy or in electronic form) for each developer for which the SOFTWARE has been licensed as described in Section 2.2 above solely with respect to electronic documents included in, or attached to, the SOFTWARE; always provided that such copies shall be used only by such developer for in-house purposes and shall not be republished or distributed to any third party or any other developer. 3.2 YOU may redistribute the REDISTRIBUTABLE ELEMENTS of the SOFTWARE only as an integral part of YOUR own APPLICATION(s). YOUR APPLICATION(s) must add significant and primary functionality to the SOFTWARE. The SOFTWAREs source code may be distributed as an integral part of such APPLICATION(s) in a COMPILED form only. Such redistribution may only be effected subject to your compliance with the DISTRIBUTION LICENSE RIGHTS described below. No part of the SOFTWARE other than the REDISTRIBUTABLE ELEMENTS may be redistributed hereunder. 4 PROHIBITED USES Without the prior written permission of AJAXIUM: 4.1 YOU may not disassemble, decompile or "unlock", decode, adapt or otherwise reverse translate or engineer, or attempt in any manner to reconstruct or discover any source code or underlying algorithms of the SOFTWARE, or any portion thereof, if such codes or underlying algorithms are provided in a COMPILED FORM. 4.2 YOU may not use, copy, modify, or merge copies of the SOFTWARE and any accompanying documents in any manner other than as permitted by this LICENSE. 4.3 YOU are not allowed to resell, transfer, rent, lease, or sublicense the SOFTWARE and YOUR rights associated therewith. 4.4 If you have purchased a Single Developer License YOU may not separate the software programs and parts comprising the SOFTWARE for use by more than one user at a time. 4.5 YOU may only use the SOFTWARE for its intended purpose and only in the manner prescribed herein. YOU may not use the SOFTWARE in such a manner that may injure the rights of AJAXIUM or any third party. 4.6 YOU may not attempt to correct any errors in the SOFTWARE or vary it otherwise to modify its object code. 4.7 YOU are not allowed to obtain or use the source code of the SOFTWARE unless YOU have purchased an appropriate license from AJAXIUM. 4.8 YOU may not develop or distribute your software if, in the reasonable opinion of AJAXIUM, it competes with the SOFTWARE, or any other AJAXIUM product. 4.9 YOU may not distribute the SOFTWARE in any form that allows it to be reused by any application other than YOUR APPLICATION(s). 4.10 YOU may not distribute the SOFTWARE in any form that allows YOUR end-users to make use of the SOFTWARE independently of YOUR APPLICATION(s). 4.11 YOU may not expose the functionality of the SOFTWARE through programmable interface or otherwise. 4.12 YOU may not wrap or distribute the SOFTWARE or any part of the SOFTWARE in a module, component or other derivative whatsoever that can be used for development purposes on any application, tool, environment or container. 4.13 YOU may not expose, document or make public the SOFTWARE API (Application Programming Interface), SOFTWARE DLLs (Dynamic Link Libraries) and SOFTWARE object code. 4.14 YOU are not allowed to integrate and distribute the SOFTWARE as part of branded commercial products meant for mass distribution. This is subject to a redistributable license. In order to obtain further information and submit inquiries, please contact the AJAXIUM sales team http://www.ajaxium.com/contact.aspx 4.15 No third-party product distributed with the SOFTWARE is in any way licensed hereunder for YOUR use outside the SOFTWARE. Specifically, no such product may be used by YOU on applications that are not substantially based on the SOFTWARE. 4.16 YOU may not use AJAXIUMs name, logo or trademarks to market YOUR software, application or product; 4.17 YOU may not remove, modify, obliterate, or cancel from view any copyright, trademark, confidentiality or other proprietary notice, mark or legend appearing in the SOFTWARE or any output generated by the SOFTWARE. 5 SOURCE CODE Provided YOU have purchased a license to the source code, YOU may make modifications, enhancements, derivative works and/or extensions to the source code so licensed and supplied to YOU under the terms and conditions set forth in this section 5. 5.2 YOU may not distribute, disclose or otherwise make available to any third party the SOFTWAREs source code, or any modification, enhancement, derivative work and/or extension thereto, in a source code form. 5.3 YOU acknowledge that the SOFTWAREs source code contains valuable and proprietary trade secrets of AJAXIUM. All individuals employed by or belonging to YOUR entity agree to expend every effort to insure its confidentiality. 5.4 The source code supplied with the SOFTWARE is provided to the registered developer for the sole purpose of education and troubleshooting. Under no circumstances may any portion of the source code be distributed, disclosed or otherwise made available to any third party without the express prior written consent of AJAXIUM. 5.5 Under no circumstances may the source code be used, in whole or in part, as a basis for creating a product that delivers the same, or substantially the same, functionality as any AJAXIUM product. YOU may not take any action, or assist or otherwise aid any person or entity in taking any action that would limit AJAXIUMs independent development, sale, assignment, licensing or use of its own software or any modification, enhancement, derivative work and/or extension thereto. 5.6 YOU may not modify or delete, in whole or in part, any copyright, trade secret, proprietary, confidential or other notice thereon or therein without the express prior written consent of AJAXIUM. 5.7 If YOU purchase any license that includes the source code all licenses for the same product in YOUR organization must be purchased with the source code. 5.8 YOU UNDERSTAND AND ACKNOWLEDGE THAT THE SOURCE CODE IS LICENSED AND DELIVERED AS IS, AND THAT AJAXIUM DOES NOT PROVIDE ANY TECHNICAL SUPPORT FOR THE SOURCE CODE. 6 DISTRIBUTION Provided YOU have purchased a license to the SOFTWARE, AJAXIUM shall grant YOU a nonexclusive, royalty-free right to reproduce and distribute the object code version of those portions of the SOFTWARE that are designated in the SOFTWARE as run-time assemblies (.dlls) under the following terms: 6.1 YOU may use the SOFTWARE to create YOUR own components as long as it is NOT used as a basis for creating a product that delivers the same, or substantially the same, functionality as any AJAXIUM product. 6.2 The SOFTWARE may not be modified, including without limitation, the original proprietary notices contained therein. 6.3 The SOFTWARE is deployed in a machine compiled format, such as .dll or .exe. 6.4 Each Application must bear a copyright notice in YOUR name; 6.5 Each Application must include the following in its source code: "This Application includes a licensed copy of the SOFTWARE, copyright (c)2005 Ajaxium. All rights reserved. Use of this SOFTWARE outside this Application is a violation of the International Copyright Laws and other applicable laws". 6.6 YOU shall not permit further redistribution of the Application by YOUR end-user customers. 7 OWNERSHIP The SOFTWARE is owned by AJAXIUM. YOUR license confers no right, title or ownership to the intellectual property embodied in the SOFTWARE and should not be construed as a sale of any right in the SOFTWARE. Title and full ownership rights to the SOFTWARE shall remain the exclusive property of AJAXIUM and YOU shall be entitled to those rights that are expressly set forth in this license. YOU agree that any copies of the SOFTWARE will contain the same proprietary notices which appear on and in the SOFTWARE. While AJAXIUM does not claim any ownership rights to applications, frameworks or components developed using the SOFTWARE, in the event YOU develop any modifications, enhancements, derivative works and/or extensions to the licensed source code and/or to the run-time assemblies (.dlls), either independently or jointly with AJAXIUM, such modifications, enhancements, derivative works and/or extensions and all rights associated therewith shall be the exclusive property of AJAXIUM. YOU shall not grant, either expressly or otherwise, any rights, title, interest, or licenses to any such modifications, enhancements, derivative works and/or extensions to any third party. YOU will, however, be entitled to use such modifications, enhancements, derivative works and/or extensions under the terms of this License Agreement. YOU hereby assign all rights, title and interest in and to such modifications, enhancements, derivative works and/or extensions to the licensed source code and/or to the run-time assemblies (.dlls) to AJAXIUM. YOU also agree to execute, acknowledge and deliver to AJAXIUM all documents and do all such other things as AJAXIUM may deem necessary or desirable, at no cost to YOU but at AJAXIUM expense, to enable AJAXIUM to obtain and secure such modifications, enhancements, derivative works and/or extensions anywhere in the World. YOU agree to secure all necessary rights and obligations from Your relevant employees, or third parties in order to satisfy the above obligations. All error corrections, bug fixes, patches, updates or other modifications whatsoever of the SOFTWARE shall be the sole property of AJAXIUM. Furthermore, AJAXIUM shall retain all rights, title and interest in and to all updates, modifications, enhancements and derivative works, in whole or in part, of the source code created by YOU, including all copyrights subsisting therein, to the extent such modifications, enhancements or derivative works contain a copyrightable code or expressions derived from the AJAXIUM Source Code or run-time assemblies (dlls); provided, however, that AJAXIUM grants to YOU a license to use a copy and modify such updates, modifications, enhancements and derivative works or copies thereof for use as authorized by this License. 8 EVALUATION EDITIONS If AJAXIUM has provided Evaluation Editions of the SOFTWARE to YOU, YOU may install the SOFTWARE on as many computers as are required to evaluate the SOFTWARE until the expiration date built into the SOFTWARE ("Expiration Date"). After the Expiration Date, the SOFTWARE will cease to function unless YOU purchase a license from AJAXIUM to use the SOFTWARE. YOU hereby agree not to defeat the SOFTWAREs expiration mechanism, nor to continue using the SOFTWARE beyond the Expiration Date without paying a license fee. If the Evaluation Edition has no expiration date ("bannerware"), YOU agree not to defeat the SOFTWAREs banner feature. YOU may use the trial versions and product tours only for the limited purposes of demonstrations, trials, design time evaluations and running product tours. 9 DELIVERY AJAXIUM shall deliver to YOU as the LICENSEE hereunder a master copy of the SOFTWARE licensed hereunder in compiled C# code in electronic files only. Documentation shall also be provided in an electronic format. The applicable source code licensed hereunder shall be delivered as C# source files and Visual Studio.NET project files in an electronic format only. 10 UPDATES AJAXIUM has the right, but no obligation, to periodically update the SOFTWARE, at its complete discretion, without any consent by, or obligation to, YOU or any licensee or user. 11 UPGRADES YOU are eligible for free minor upgrades (e.g. v.1.1 to v.1.9), patches, and bug-fixes for the SOFTWARE, including the source code. The SOFTWARE labeled as an upgrade replaces and/or supplements (and may disable) the product that formed the basis for YOUR eligibility for the upgrade. YOU may use the resulting upgraded product only in accordance with the terms of this LICENSE. 12 COPYRIGHT All title and copyrights in and to the SOFTWARE (including but not limited to any images, photographs, animations, video, audio, music, text, scripts and "applets" incorporated in the SOFTWARE), the accompanying printed or on-line materials, and any copies of the SOFTWARE, and any trademarks or service marks of AJAXIUM are owned by AJAXIUM and constitute the property of AJAXIUM. All ownership and property rights pertaining to the SOFTWARE are reserved worldwide. YOU must treat the SOFTWARE as any other copyrighted material, except that YOU may, in addition to the copies permitted by this LICENSE, make one copy of the SOFTWARE solely for backup or archival purposes. All title and intellectual property rights in and to the content that may be accessed through the use of the SOFTWARE is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This LICENSE grants YOU no rights to use such content. No part of the accompanying printed materials may be reproduced, transmitted, transcribed, stored in any retrieval system, or translated into any language by any means without the express prior written permission of AJAXIUM. 13 CONFIDENTIALITY 13.1 YOU hereby acknowledge and agree that the SOFTWARE, as well as any modification, enhancement, derivative work and/or extension thereto, constitute and contain valuable proprietary products and trade secrets of AJAXIUM, embodying substantial creative efforts and confidential information, ideas, and expressions. YOU hereby agree to treat, and take precautions to ensure that YOUR employees and other third parties treat, the SOFTWARE as confidential in accordance with the confidentiality requirements stated herein. 13.2 YOU hereby agree to keep confidential all information disclosed to YOU by AJAXIUM in accordance with this License Agreement, and YOU further agree to protect the confidentiality of such information in the same manner as YOU protect the confidentiality of similar information and data of YOUR own. 13.3 YOU acknowledge that the unauthorized use, transfer or disclosure of the SOFTWARE will: (i) substantially diminish the value to AJAXIUM of the trade secrets and other proprietary interests that are the subject of this Agreement; (ii) render inadequate AJAXIUMs remedy at law for such unauthorized use, disclosure or transfer; and (iii) cause irreparable injury in a short period of time. If YOU breach YOUR obligations with respect to the use or confidentiality of the SOFTWARE, AJAXIUM shall be entitled to equitable relief to protect its interests including, but not limited to preliminary and permanent injunctive relief. 14 LICENSE FEES AND PAYMENT In consideration of the license rights granted hereunder, YOU shall pay the appropriate license fees, payable in United States funds free and clear of, and without deductions for taxes, assessments, fees, charges or setoffs. All license fees are due and payable prior to YOUR first installation of non Evaluation Editions of the SOFTWARE. 15 LIMITED WARRANTY AJAXIUM represents and warrants to YOU that the SOFTWARE, when properly installed by YOU, will perform substantially as described on the website located at www.ajaxium.com for a period of thirty (30) days from the date of YOUR initial installation of the SOFTWARE ("Warranty Period"). AJAXIUM does not warrant that the use of the SOFTWARE will be uninterrupted or error free at all times and in all circumstances, nor that program errors will be corrected. This limited warranty shall not apply to any error or failure resulting from (i) a machine error, (ii) the LICENSEEs failure to follow operating instructions, (iii) negligence or accident, and/or (iv) modifications to the SOFTWARE by any person or entity other than AJAXIUM. Should the SOFTWARE develop a malfunction within the Warranty Period for reasons other than those set out in the second sentence of this section 15, AJAXIUM shall undertake its best efforts to remedy such malfunction by repairing all or any portion of the SOFTWARE. If such remedy fails in its essential purpose, the LICENSEE s sole remedy and AJAXIUMs maximum liability shall be a refund of the paid purchase price for the defective SOFTWARE only. This limited warranty shall be only valid if AJAXIUM receives a written notice of the SOFTWARE malfunction within the Warranty Period of thirty (30) days as stated above. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, AJAXIUM AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, WHETHER ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF ACCURACY, COMPLETENESS, PERFORMANCE, CURRENCY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE SOFTWARE. 16 YOUR SOLE REMEDY FOR BREACH OF LIMITED WARRANTY AJAXIUMs entire liability hereunder and YOUR exclusive remedy for any matter related hereto shall be, at AJAXIUMs option, either (a) return of the license fee YOU paid (not including fees for maintenance contracts or source code licenses) in the event of AJAXIUMs failure to remedy the SOFTWARE malfunction, or (b) repair and/or replacement of the SOFTWARE upon its return to AJAXIUM, provided AJAXIUM receives from YOU a written notice of the SOFTWARE malfunction during the Warranty Period. Any replacement of the SOFTWARE shall be warranted for the remainder of the original Warranty Period or thirty (30) days, whichever is longer. 17 DISCLAIMER OF WARRANTIES EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT THE SOFTWARE IS PROVIDED TO YOU "AS IS", AND AJAXIUM MAKES NO EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO ITS FUNCTIONALITY, CONDITION, PERFORMANCE, OPERABILITY OR USE. WITHOUT LIMITING THE FOREGOING, AJAXIUM DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR FREEDOM FROM INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THE LIMITED WARRANTY HEREIN GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM ONE JURISDICTION TO ANOTHER. 18 LIMITATION OF LIABILITY YOU ACKNOWLEDGE AND AGREE THAT THE CONSIDERATION WHICH AJAXIUM IS CHARGING HEREUNDER DOES NOT INCLUDE ANY CONSIDERATION FOR ASSUMPTION BY AJAXIUM OF THE RISK OF YOUR CONSEQUENTIAL OR INCIDENTAL DAMAGES WHICH MAY ARISE IN CONNECTION WITH YOUR USE OF THE SOFTWARE. ACCORDINGLY, YOU AGREE THAT AJAXIUM SHALL NOT BE RESPONSIBLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF PROFIT, LOST SAVINGS, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF LICENSING OR USING THE SOFTWARE. The maximum liability of AJAXIUM to any person, firm or corporation in connection with any SOFTWARE license, use or employment of the SOFTWARE, whether such liability arises from any claim based on breach or repudiation of contract, warranty, tort or otherwise, shall in no case exceed the actual price paid to AJAXIUM by YOU for the SOFTWARE whose license or use gives rise to the liability. The essential purpose of this provision is to limit the potential liability of AJAXIUM arising out of this License Agreement and use of the SOFTWARE. The parties acknowledge that the limitations set forth in this paragraph are integral to the amount of consideration paid hereunder in connection with the SOFTWARE license and that were AJAXIUM to assume any further liability other than set forth herein, such consideration would have to be set substantially higher. Any data included in any product upon delivery from AJAXIUM is for testing use only and AJAXIUM hereby disclaims any and all liability arising therefrom. The extent of AJAXIUMs liability for the limited warranty section shall be as set forth therein. 19 INDEMNIFICATION YOU agree to defend, indemnify and hold AJAXIUM and its employees, agents, representatives and assigns harmless from and against any claims, proceedings, damages, injuries, liabilities, costs, attorneys fees relating to or arising, either directly or indirectly, out of YOUR use or distribution of the SOFTWARE or any breach of this Agreement. 20 TERMINATION This LICENSE shall last as long as YOU use the SOFTWARE in compliance with this LICENSE. YOUR license shall terminate immediately without notice from AJAXIUM if YOU breach any of the terms and conditions of this Agreement, including non or incomplete payment of the license fee. In such event YOU agree to remove and destroy all copies of the SOFTWARE, any applicable source code, as well as all copies that have been integrated in other products. This is in addition to and not in lieu of any criminal, civil or other remedies available to AJAXIUM. YOU agree to indemnify AJAXIUM for reasonable attorneys fees and costs in enforcing AJAXIUMs rights under this Agreement. AJAXIUM reserves the right to discontinue at any time any product, whether offered individually or as part of other AJAXIUM products or services. However, AJAXIUM is obligated to provide the proper level of support for all discontinued products for a period of one (1) year after the date of such discontinuance. 21 AUDIT YOU agree that AJAXIUM may audit YOUR use of the SOFTWARE for compliance with the terms of this Agreement at any time upon giving reasonable notice to that effect. 22 INTEGRATION; WAIVER; SEVERABILITY This Agreement contains the entire understanding and agreement between the parties. All prior agreements or understandings, oral or written, are superseded by this Agreement. This Agreement may not be supplemented, modified, amended, released or discharged except by a written instrument signed by AJAXIUM. All captions and headings are for purposes of convenience and shall not affect the construction or interpretation of any of its provisions. No waiver by either party of its rights to remedy hereunder with regard to any default or breach of any provision of this License Agreement committed by the other party hereto shall be construed as a waiver of such rights with regard to any subsequent default or breach of the same or different kind committed by that party. If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect. 23 TAXES AND OTHER CHARGES YOU are responsible for paying all sales, use, excise, valuated or other taxes or governmental charges in addition to freight, insurance and installation charges and import or export duties. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND THIS AGREEMENT IN ITS ENTIRETY, AND YOU FURTHER UNDERSTAND THAT BY CONTINUING THE INSTALLATION OF THE SOFTWARE PRODUCT, BY LOADING OR RUNNING THE SOFTWARE PRODUCT, OR BY PLACING OR COPYING THE SOFTWARE ONTO YOUR COMPUTER HARD DRIVE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT, EXCEPT FOR WRITTEN SEPARATE AGREEMENTS BETWEEN AJAXIUM AND YOU, THIS AGREEMENT IS A COMPLETE AND EXCLUSIVE STATEMENT OF THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO.