To request a free trial license of the Tachyon Assembler Workbench, please print and read the following license agreement, sign it, fill in the blanks and either fax the entire agreement to: +1-303-991-6235 or mail to: Tachyon Software LLC 4301 South Pierce Street, Suite 8-B Denver CO, 80123 USA If you have any questions, please contact Tachyon Software via e-mail at: info@tachyonsoft.com or phone at: +1-303-722-1341 TACHYON SOFTWARE FREE TRIAL TERMS AND CONDITIONS 1. "Licensor" shall mean Tachyon Software LLC or its assigns. "Licensed Software" or "Software" shall mean the "Tachyon Assembler Workbench", the "Tachyon 390 Cross Assembler", the "Tachyon z/Assembler", the "Tachyon Operating System", the "Tachyon Instruction Emulator", the "Tachyon File Tools" and all documentation associated therewith, provided to Licensee, including, but not limited to the User's Guide and other manuals. 2. Licensor hereby grants to Licensee, and Licensee hereby accepts, a personal non-exclusive and non-transferrable license to use the Licensed Software for a period of thirty (30) calendar days from the date hereof. 3. Upon the expiration of the term of this Agreement, the Licensed Software shall automatically become disabled. In addition, Licensee agrees that so long as this Agreement is in effect or Licensee is in possession of Licensed Software or any portion of Licensed Software, Licensee will not knowingly participate in the development or commercialization of software competitive to the Licensed Software. 4. Licensee acknowledges and agrees that the Licensed Software is Licensor's exclusive, valuable and confidential property and that Licensee will maintain the confidentiality of the licensed Software. Licensee may not make available to third parties the Licensed Software or any portion thereof without Licensor's prior consent. 5. Upon any termination or cancellation of the Agreement, Licensee shall immediately destroy any copies of Licensed Software. 6. Licensee acknowledges that the Licensed Software furnished to Licensee by Licensor is protected by copyright and is not to be copied, reproduced, distributed or published except as reasonably necessary to exercise Licensee's rights to use the Licensed Software under this Agreement. 7. Licensee shall be solely responsible for the selection, installation and use of the Licensed Software. For a period of thirty (30) days from the date hereof, Licensor shall provide Licensee with certain technical support and service as determined by Licensor. Licensor, at its discretion, may also provide support for problems concerning the Licensee's assembly language programs, which are not related to the Software, for an additional fee, subject to the Licensor's current fee schedule for such support services. 8. The Licensor is not liable for any problems or damages associated with the Licensee's programs which were assembled using the Licensed Software. The Licensee is solely responsible for testing their programs and ensuring adequate backup and recovery of their data. 9. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE LICENSED SOFTWARE IS PROVIDED ON AN "AS IS" BASIS, AND THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LICENSEE SHALL BE SOLELY RESPONSIBLE FOR THE SELECTION, USE, EFFICIENCY AND SUITABILITY OF THE LICENSED SOFTWARE AND THE LICENSOR SHALL HAVE NO LIABILITY THEREFOR. 10. IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS, ARISING OUT OF OR RELATED TO THIS LICENSE OR THE PERFORMANCE OR BREACH THEREOF, EVEN IF THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. LICENSOR'S LIABILITY TO LICENSEE HEREUNDER, IF ANY, SHALL IN NO EVENT EXCEED THE TOTAL OF THE LICENSE FEES PAID TO LICENSOR HEREUNDER BY THE LICENSEE. 11. IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE FOR ANY DAMAGES RESULTING FROM OR RELATED TO ANY FAILURE OF THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO LOSS OF DATA, OR DELAY OF THE LICENSOR IN THE DELIVERY OF THE LICENSED SOFTWARE OR IN THE PERFORMANCE OF SERVICES HEREUNDER OR RELATED AGREEMENTS. 12. LICENSOR SHALL HAVE NO LIABILITY TO LICENSEE FOR THE INFRINGEMENT OF PROPRIETARY RIGHTS BY THE LICENSED SOFTWARE OR ANY PORTION THEREOF. 13. THE LICENSEE MAY NOT, FOR ANY REASON OR PURPOSE, ATTEMPT TO OR ACTUALLY REVERSE ASSEMBLE OR REVERSE COMPILE THE LICENSED SOFTWARE OR ATTEMPT TO DEFEAT TIME LIMITS OR OTHER RESTRICTIONS PRESENT IN THE SOFTWARE. 14. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Additionally, Licensee is bound by all present and future United States laws, regulations, restrictions and policies. The United States maintains lists of Embargo Goods, Deny Orders and Specially Designated Nationals containing but not limited to Iraq, Libya, Iran, North Korea, Cuba and the Serbs of Bosnia. Licensee represents, warrants, agrees, and certifies that Licensee is not a national or resident of any such country, under any such country's control, and that Licensee is not currently located in any such country, or that the Software or its technology produced from it will not be transferred, exported or re-exported into any such country, electronically or otherwise. 15. US Government Restricted Rights: This Software is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure of this Software by the United States Government is subject to restrictions as set forth in FAR 52.227-19(c)(2) or subparagraph (c)(1)(ii) of the Rights in Technical Data and Commercial Computer Software - Restricted Rights clause 48 CFR 52.227-19, and/or similar or successor clauses in the FAR, or the DOD or NASA FAR Supplement, as applicable. Unpublished rights are reserved under the Copyright Laws of the United States. Manufacturers are: Tachyon Software LLC, 4301 S. Pierce St., Suite 8B, Denver, Colorado 80123. 16. These terms and conditions constitute the complete and final agreement between the parties and supersede all prior or contemporaneous oral or written negotiations or communications with respect to its subject matter. 17. In the event of any default under the terms of this Agreement, the non-defaulting party shall be entitled to its remedies at law or in equity and shall also be entitled to its attorneys' fees and costs in the enforcement of this Agreement. In addition, Licensor shall have the right to immediately terminate the Agreement upon default by Licensee. Such termination shall be effective upon Licensee's receipt of written notice of termination from Licensor. 18. The validity, construction and performance of these terms and conditions are governed by the laws of the State of Colorado. Suit with respect to this Agreement may be brought only in a Colorado State or Federal Court. Licensee consents to jurisdiction and venue in Colorado for purposes of any proceeding involving or relating to this Licensee Agreement. THE UNDERSIGNED HAS READ AND APPROVED OF ALL OF THE TERMS AND CONDITIONS AS STATED HEREIN. Signature: __________________________________ Date: _____________ The following must be completely filled out: Tachyon Assembler Workbench Edition that I want to try: Personal Edition: _____ (Tachyon 390 Cross Assembler - Windows only) Advanced Edition: _____ (Tachyon zAssembler with CICS Translator, ADATA, GOFF, ELF and 64-bit support) Developer's Edition: _____ (Tachyon z/Assembler and Tachyon File Tools - Windows and Linux only) Professional Edition: _____ (Tachyon z/Assembler, Tachyon File Tools and Tachyon Operating System - Windows and Linux/Intel only) Operating System: Windows: _____ Solaris: _____ Linux (Intel): _____ AIX: _____ Linux (S/390 and zSeries): _____ Name: _________________________________________ Title: ________________________________________ Company: ______________________________________ Address: ______________________________________ ______________________________________ City: _____________________ State/Prov. ______________ Country: _____________________ Zip/P. Code ______________ Phone: (_____)______________ FAX: (_____)______________ Company Web Site: ________________________________________ E-mail: _______________________________________(required) Name of person evaluating this software (if different): ____________________________ Phone: (_____)____________ FAX: (_____)____________ E-mail: _____________________________________________ How many assembler programmers in your group/company? _________ Mainframe models: _______________________ What software are you currently using: VSE _____ z/OS ____ OS/390 _____ TPF _____ DB2 _____ CICS ____ VM/CMS _____ Linux for S/390 _____ Linux for zSeries _____ Hercules _____ MVS 3.8 _____ Debuggers (example XDC) : _________________________________ Source Management Software: _______________________________ Other Languages: IBM COBOL ____ Micro Focus COBOL _____ IBM C ______ SAS/C ______ GCC ________ Other __________________________________ When a free trial license is granted, Tachyon Software will provide you with the information required to activate the software. All requests for free trials are subject to the discretion and approval of Tachyon Software. Rev080916