WS_FTP Professional Development Kit Evaluation Copy License Agreement

LICENSE GRANT. Ipswitch grants you a non-exclusive license
to use this version of WS_FTP Professional Development Kit 
(the Programs) free of charge for a 30-day evaluation. This License 
does not entitle you to hard-copy documentation, support or 
telephone assistance. 

The Programs are intended for development of custom applications
which use the file transfer technologies embedded within WS_FTP
Professional. A separate license for WS_FTP Professional must be 
purchased for each computer on which the custom applications
will be executed.

DISCLAIMER OF WARRANTY. The Programs are provided on an 'AS
IS' basis, without warranty of any kind, including without
limitation the warranties of merchantability, fitness for a
particular purpose and non-infringement. The entire risk as
to the quality and performance of the Programs is borne by
you. Should the Programs prove defective, you and not
Ipswitch assume the entire cost of any service and repair.
In addition, the security mechanisms implemented by Ipswitch
software have inherent limitations, and you must determine
that the Programs sufficiently meet your requirements. This
disclaimer of warranty constitutes an essential part of the
agreement. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF AN
IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU
AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY BY
JURISDICTION.
 
LICENSE

1. You are granted a personal, non-transferable and non-exclusive
license to use one copy of the software included with the Programs
on a single personal computer  and  to use the Documentation under
the terms stated in this Agreement. Title and ownership of the 
Programs and Documentation remain in Ipswitch or its suppliers.

2. You, your employees and/or agents are required to protect the 
confidentiality of the Programs and Documentation. You may not 
distribute or otherwise make the Programs or Documentation available
to any third party.

3. You may not assign, sublicense or transfer this license and may 
not decompile, reverse engineer, modify, or copy the Programs or 
Documentation for any purpose, except you may copy the Programs into 
machine readable or printed form for backup purposes in support of 
your use of the Programs on a single machine. You may combine the 
Programs with other programs. Any portion of the Programs merged into 
or used in conjunction with another program will continue to be the 
property of Ipswitch or its suppliers and subject to the terms and 
conditions of this Agreement.

4. The Programs and Documentation are copyrighted by Ipswitch and/or 
its suppliers. You agree to respect and not to remove or conceal from 
view any copyright, trademark or confidentiality notices appearing on 
the Programs or Documentation, and to reproduce any such copyright, 
trademark or confidentiality notices on all copies of the Programs and 
Documentation or any portion thereof made by you as permitted 
hereunder and on all portions contained in or merged into other 
programs and documentation.

YOU MAY NOT USE, COPY, MODIFY, OR TRANSFER THE PROGRAMS OR 
DOCUMENTATION,OR ANY COPY, MODIFICATION OR MERGED PORTION, IN WHOLE 
OR IN PART, EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS LICENSE.

IF YOU TRANSFER POSSESSION OF ANY COPY, MODIFICATION OR MERGED PORTION 
OF THE PROGRAMS OR DOCUMENTATION TO ANOTHER PARTY, YOUR LICENSE IS 
AUTOMATICALLY TERMINATED.

TERM

This license is effective until terminated. You may terminate it at 
any time by destroying the Programs and Documentation with all copies, 
modifications and merged portions in any form. It will also terminate 
upon conditions set forth elsewhere in this Agreement if you fail to 
comply with any term or condition of this Agreement. You agree upon 
such termination to destroy the Programs and Documentation together 
with all copies, modifications and merged portions in any form.

LIMITED WARRANTY

During the first 90 days after delivery of the Programs to you, as 
evidenced by a copy of your receipt, invoice or other proof of 
purchase (the "Warranty Period"), Ipswitch warrants that the 
Programs will perform substantially in accordance with the 
Documentation and that the diskettes on which the Programs are 
furnished will be free from defects in materials and workmanship 
under normal use. EXCEPT AS PROVIDED IN THIS SECTION, THE PROGRAMS 
AND DOCUMENTATION ARE PROVIDED WITHOUT WARRANTY OF ANY KIND, EITHER 
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED 
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE
ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC 
LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE 
TO STATE.

LIMITATION OF REMEDIES

Ipswitch's and/or its suppliers' entire liability and your exclusive 
remedies under this Agreement are as follows:

1. Ipswitch shall use commercially reasonable efforts to correct any 
failure of the Programs of which it is given written notice by you 
during the Warranty Period to perform substantially in accordance with
the Documentation, provided such failure can be recreated by Ipswitch 
in an unmodified version of the Programs or, if Ipswitch is unable to 
correct such failure you may terminate this Agreement by returning the 
Programs and Documentation and the License Fee will be refunded.

2. Ipswitch shall replace any diskette not meeting Ipswitch's "Limited 
Warranty" and which is returned to Ipswitch with a copy of your 
receipt, invoice or other proof of purchase or, if Ipswitch is unable 
to deliver a replacement diskette which is free from defects in 
materials or workmanship, you may terminate this Agreement by 
returning the Programs and Documentation and the license Fee paid will 
be refunded.

IN NO EVENT WILL IPSWITCH OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY
DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS OR OTHER 
INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR 
INABILITY TO USE THE PROGRAMS EVEN IF IPSWITCH HAS BEEN ADVISED 
OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY 
OTHER PARTY.

SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY
FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR
EXCLUSION MAY NOT APPLY TO YOU.

U.S. GOVERNMENT RESTRICTED RIGHTS

If the Programs and Documentation (collectively the "Software") are 
acquired on behalf of a unit or agency of the United States 
Government this provision applies.

For units of the Department of Defense (DoD), this Software is 
supplied only with "Restricted Rights" as that term is defined in 
the DoD Supplement to the Federal Acquisition Regulations, 
52.227-7013(c)(1)(ii) and:

Use, duplication or disclosure by the Government is subject to 
restrictions as set forth in subparagraph (c)(1)(ii) of the Rights 
in Technical Data and Computer Software clause at DFARS 52.227-7013. 
Contractor: Ipswitch, Inc., 81 Hartwell Ave., Lexington, MA 02173.

Government personnel using this Software, other than under a DoD 
contract or GSA Schedule, are hereby on notice that use of this 
Software is subject to restricted rights which are the same as 
or similar to those specified above

GENERAL

This Agreement will be governed by the internal laws of the 
Commonwealth of Massachusetts.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT 
AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE
THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT 
BETWEEN YOU AND IPSWITCH ("US") WHICH SUPERSEDES ANY PROPOSAL, PRIOR 
OR CONTEMPORANEOUS AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER 
COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF 
THIS AGREEMENT.

Ipswitch, Inc.  (617) 676-5700
81 Hartwell Ave. Fax: (617) 676-5710
Lexington, MA 02173 info@ipswitch.com

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