Harlequin MLWorks(TM) Software License Agreement 

IMPORTANT: IN ORDER TO INSTALL THIS SOFTWARE, YOU MUST FIRST READ THE FOLLOWING TERMS AND CONDITIONS.  BY RESPONDING "YES" AT THE END OF THIS DOCUMENT, YOU ARE EXPRESSLY AGREEING TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.  IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, RESPOND "NO"; THE INSTALLATION PROCESS WILL BE ABORTED AND YOU MAY RETURN THE SOFTWARE TO HARLEQUIN FOR A REFUND. 

1.  License Grant.   Harlequin Limited and Harlequin Incorporated, and their affiliates, ("Harlequin") grant to the Customer ("you") a non-exclusive, non-transferable license to use one (1) copy of the applicable version of Harlequin's MLWorks software program ("Software") solely for the purposes of developing applications written in the Standard ML programming language.  You acknowledge that the media may contain multiple versions of the Software, including, but not limited to, the Personal Edition, the Professional Edition, and the Enterprise Edition and that you are licensed to use only that version and the number of copies for which you have paid.  If you order and pay for additional licenses, then such version shall become licensed Software under this Agreement and your use of it shall be subject to the terms and conditions of this Agreement.  This license does not permit the use of the Personal Edition for any commercial purpose whatsoever, including but not limited to, the development of a commercial or for-sale software program.  You may not modify, reverse compile, disassemble, or otherwise reverse engineer the Software, except that in the European Community, you may reverse engineer only for interoperability purposes and then only if all conditions of Article 6 of Council Directive 91/250/EEC are met. 

2.  Copying; Redistribution.  You may use the Software only on a single computer at a time.  You may not copy the software except as necessary to exercise your rights under this Agreement and to make one (1) copy of the Software in machine readable form for back-up or archival purposes only.  This license does not permit the distribution of the Software, or any part thereof, to any third party. 

3.  Purchase Orders.  You shall pay the appropriate license fees to Harlequin within thirty (30) days of the invoice date. Acceptance of the Software shall be deemed to occur on the tenth day after shipment. In no event shall the terms of any purchase order become binding on Harlequin even if an acknowledgment copy is signed by Harlequin. 

4.  Ownership; Confidentiality.   You acknowledge and agree that the Software contains the confidential and proprietary information of Harlequin and its licensors and is provided solely under the terms and conditions of this Agreement.  All right, title to, ownership of and all patent, copyright, trade secret, trademark and all other proprietary rights in the Software shall remain in Harlequin or its licensors. You shall not remove any product identification, copyright notices, or other legends set forth on the Software and shall reproduce all such notices on any copies.  You shall have no right in Harlequin's trademarks in connection with the Software, or with its promotion or publication, without Harlequin's prior written approval.

5.  Warranty Exclusion.  THE SOFTWARE IS LICENSED "AS IS" WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 

6.  Limitation of Liability. IN NO EVENT SHALL HARLEQUIN OR ITS LICENSORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES EVEN IF HARLEQUIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.  IN NO EVENT SHALL HARLEQUIN'S LIABILITY EXCEED THE AMOUNT OF LICENSE FEES PAID BY YOU FOR USE OF THE SOFTWARE. 

7.  Government Supply. This Software is a commercial computer software program developed at private expense and is subject to the following restricted rights legend: "Use, duplication, or disclosure by the United States Government is subject to restrictions as set forth in (i) FAR 52.227-14 Alt III, (ii) FAR 52.227-19; as applicable.  Use by agencies of the Department of Defense (DOD) is subject to Harlequin's commercial license as contained in the accompanying license agreement, in accordance with DFAR 227.7202-1 (a).   For purposes of the FAR, the Software shall be deemed 'unpublished' and licensed with disclosure prohibitions, rights reserved under the copyright laws of the United States.  Harlequin Incorporated, One Cambridge Center, Cambridge, Massachusetts 02142." You agree to include this notice in any application you distribute written using this Software including any associated documentation. 

8.  Export Control. You may not export or re-export the Software or any underlying information or technology except in full compliance with all United States and other applicable laws and regulations of all applicable countries. 

9.  Governing Law. This Agreement shall be construed in accordance with the substantive laws of the Commonwealth of Massachusetts. 

10. Non-Assignment; Entire Agreement. Except as in accordance with this Agreement, you shall not sell, assign, sublicense or otherwise transfer the Software without Harlequin's prior written consent. Any such attempted transfer shall be void.  This Agreement constitutes the entire agreement between the parties and supersedes all other communications between the parties relating to the subject matter hereof.  This Agreement may only be modified by a writing signed by Harlequin. 

11. Termination. Harlequin may terminate this Agreement if you fail to comply with any of the terms and conditions of this Agreement. Upon termination, you shall cease using the Software and shall destroy or return to Harlequin all copies of the Software. 

BY INSTALLING THIS SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT AND THAT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. 

Copyright (C) 1998 Harlequin Group plc.   All Rights Reserved.
HARLEQUIN and MLWorks are registered trademarks of Harlequin Group plc.
