General

The copyright and all intellectual property rights in this software ("the Software") are owned by Swift Software, Inc. dba HighGear ("HighGear"), a Maryland Corporation registered in the U.S.A. whose principal address is:
8490 Progress Drive, Suite 250
Frederick, MD 21701

HighGear offers you a non-exclusive, non-transferable license under the terms of this Agreement. You are permitted to load the Software and use it on any number of computers under your control. You are also permitted to distribute the Software (without royalty), so long as the recipients agree to abide by the terms of this Agreement.

This Agreement applies only to the software components distributed on the NuGet platform. It does not apply to the HighGear software system, which is governed by the HighGear Master Software License Agreement.

Acceptance

You shall be deemed to have accepted the terms of this Agreement by loading the Software into any computer. If you do not accept these terms you must stop all use of the Software and delete any and all copies of the Software in your possession.

Term

This license is effective until you terminate it by destroying all copies of the Software. It will also terminate if you fail to abide by this Agreement and in this case you agree to immediately destroy all copies of the Software. The Termination Date is the date on which HighGear is notified of such termination in writing.

Title to Software/Documentation

This Agreement does not, and shall not be construed to license, grant, transfer or assign to you any rights, title or interest in or to the Software and Documentation. HighGear shall retain and continue to own exclusively all rights, title and interest in and to the Software and Documentation, together with all associated Intellectual Property Rights throughout the world. The originals and all copies of the Software or Documentation (or any portion thereof) are, and shall remain, owned exclusively by HighGear. HighGear reserves all rights in the Software and Documentation not expressly granted in this License Agreement, including without limitation the right to license the Software and Documentation to others.

You acknowledge and agree that the Software and Documentation are protected by copyright and other intellectual property laws, is of a proprietary nature, and contains the valuable trade secrets of HighGear. Accordingly, you shall, and shall cause your respective Representatives and Affiliates to,

1. take reasonable actions to secure and protect the Software and Documentation at all times in a manner consistent with maintaining HighGear's rights therein and shall take all actions HighGear may reasonably request from time to time to protect HighGear's rights therein;
2. preserve the confidentiality and proprietary character of the Software and Documentation and treat all information contained therein or associated therewith as confidential, and
3. not remove or obscure HighGear's copyright, trademark or other proprietary rights notices. You shall notify HighGear in writing immediately of any actual or threatened breach of this Agreement, and shall cooperate with HighGear in enforcing these provisions.

Except to the extent expressly permitted by applicable law, you may not modify, alter, adapt, change, translate, reverse engineer, de-compile, or disassemble the Software or Documentation.

Establishment of Base Warranties

HighGear represents and warrants as follows:

1. That HighGear has good and valid title to the Software, and has all the rights and licenses required to grant the license provided in this Agreement to you for the Software. In addition, the Software and Documentation, as used under this Agreement, does not infringe, misappropriate or violate any patent, trademark, copyright, trade secret, or other intellectual property right of any third party.
2. HighGear warrants that the Software will substantially conform to the Documentation and other written representations regarding its features and performance in all material respects as of the Effective Date.
3. HighGear does not warrant that the Software is completely error free. HighGear does represent and warrant that to the best of its knowledge the Software does not contain any "harmful" or "malicious" code (as such is generally defined and understood under standard industry computer programming). HighGear shall not intentionally insert any such code into the Software and shall ensure HighGear's personnel and third parties do not insert any such devices.
4. HighGear does not make any representations or warranties regarding any third party software or hardware not included within the Software, even if HighGear recommends such product for use in connection with the Software.

HighGear's sole obligation in connection with a breach of the representations and warranties described in this Agreement shall be to use all commercially reasonable efforts to correct and/or cure the matter causing the breach of the representation or warranty. HighGear's warranty obligations shall terminate upon the termination of this Agreement.

Disclaimer of Other Warranties

EXCEPT AS SET FORTH IN THE TERMS OF THIS AGREEMENT, THE SOFTWARE AND DOCUMENTATION ARE PROVIDED WITHOUT ANY ADDITIONAL REPRESENTATION, WARRANTY, GUARANTEE OR OBLIGATION BY HIGHGEAR OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY AND/OR FITNESS FOR ANY PARTICULAR PURPOSE. THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. HIGHGEAR DISCLAIMS ANY OTHER WARRANTIES. YOU ASSUME THE SOLE RISK OF CONSEQUENTIAL, INCIDENTAL, OR UNLIMITED DIRECT DAMAGES. HIGHGEAR HAS NO LIABILITY FOR CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES, WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF FOR ANY REASON, THIS DISCLAIMER OF WARRANTIES IS DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, THEN ALL EXPRESS AND IMPLIED WARRANTIES, PURPORTED TO BE DISCLAIMED HEREBY SHALL BE LIMITED IN DURATION TO A PERIOD OF NINETY (90) DAYS AFTER THE SERVICE DELIVERY DATE, AND NO OTHER WARRANTIES OR CONDITIONS SHALL APPLY AFTER THAT DATE.

Limitation of Liability

In no event shall HighGear be liable for loss of profit, data, goodwill, or special, indirect, consequential, incidental, or exemplary damages, even if they were advised of the possibility of such damages. Furthermore, HighGear's liability (whether in contract, tort, or otherwise) arising out of, or in connection with, this Agreement or the Software or Documentation shall in any case exceed the aggregate amounts paid by you to HighGear during the twelve-month period preceding the occurrence of the event giving rise to such liability.

Indemnification

You shall indemnify, defend and hold HighGear, its directors, officers, employees, independent contractors and agents harmless from any damages, losses, attorneys' fees, costs, expenses, liabilities and settlement amounts with respect to any actual or threatened disputes, claims, actions, lawsuits or proceedings asserted, commenced or threatened against HighGear or any third party which arise out of or are related to this Agreement.

Non-Disclosure

You may have access to certain portions of the source code of the Software (collectively, the "Code"), which you acknowledge is the confidential and proprietary information of HighGear. Accordingly, you shall not: (a) disclose the Code or any information about the Code to anyone without HighGear's prior written consent, except for your employees or Representatives on a need-to-know basis who have agreed to keep such information confidential; or (b) use the Code or any information about the Code except in connection with your permitted Use of the Software in accordance with this Agreement. You shall be liable for any breach of this agreement by any of your employees, agents, or representatives.

You shall protect the Software, the Documentation, and HighGear's other Confidential Information with at least the same degree of care and confidentiality (but not less than a reasonable standard of care), which you utilize for similar information that you does not wish disclosed to the public. You may provide access to, and use of, the Software and the Documentation only to those third parties that: (i) provide services to you concerning your use of the Software and have agreed to non-disclosure obligations imposed by you substantially similar to those contained in this Agreement; or (ii) are your customer or vendor that has a need to use and access the Software. You shall be liable for any unauthorized use or disclosure of HighGear's Confidential Information or Code by any of your Affiliates, Representatives, customers, or other parties that you allow to access the Software.

Export Regulations

You acknowledge and agree that the License Software and the Documentation, and any other materials delivered under this Agreement may be subject to certain United States export control laws and regulations and may be subject to export or import regulations in other countries ("Export/Import Laws"). Accordingly, you agree to comply strictly with any and all applicable Export/Import Laws and associated regulations and you acknowledge that you have the sole responsibility to obtain any and all licenses to export, re-export, or import (if permitted under this Agreement) after the Software has been delivered to you.

U.S. Government End User Provisions

The Software and Documentation are "Commercial Items," as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. For U.S. Government End Users, HighGear agrees to comply with all applicable equal opportunity laws including, if appropriate, the provisions of Executive Order 11246, as amended, Section 402 of the Vietnam Era Veterans Readjustment Assistance Act of 1974 (38 USC 4212), and Section 503 of the Rehabilitation Act of 1973, as amended, and the regulations at 41 CFR Parts 60-1 through 60-60, 60-250, and 60-741. The affirmative action clause and regulations contained in the preceding sentence shall be incorporated by reference in this Agreement.

Law

This Agreement shall be governed by and construed in accordance with, the internal laws of the United States and that State of Maryland, without giving effect to any principles of conflicts of law. Each of the parties irrevocably submits to the exclusive jurisdiction of the state courts of the State of Maryland and the federal district courts located in the State of Maryland for the purpose of any suit, action or other proceeding related to or arising out of this Agreement.

In the event that any provision of this Agreement conflicts with the law under which this Agreement is to be construed or if any such provision is held invalid or unenforceable by a court with jurisdiction over the parties, such provision shall be deemed to be restated to reflect as nearly as possible the economic effect of the original provision in accordance with applicable law. The remaining provisions of this Agreement and the application of the challenged provision to persons or circumstances other than those as to which it is invalid or unenforceable shall not be affected thereby, and each such provision shall be valid and enforceable to the full extent permitted by law.

Swift Software, HighGear, and HighGear 8 are either registered trademarks or trademarks of Swift Software, Inc. in the United States and/or other countries.