Segue-Soft License Agreement                

This License Agreement is made as of this date of installation (the 
"Effective Date"), by and between Segue-Soft Inc. ("Licensor"), 
an Illinois corporation (415 N Dunlap Ave. #455 Savoy, IL 61874) 
and the user and his/her organization ("Licensee").


RECITALS

Segue-Soft owns the rights to grant licenses to end-users who 
wish to use Segue-Soft's computer software. 

Segue-Soft grants Licensee a non-exclusive license to Segue-Soft's
computer software in accordance with the terms and conditions 
of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises contained 
herein, the parties agree as follows:

1. Definitions

Licensed Software means Segue-Soft's computer software and 
documentation thereof, described in Exhibit A, including bug fixes
and updates thereto provided to Licensee in connection with this
Agreement. 

Intellectual Property Rights means patent rights, copyright rights, 
trade secret rights, etc. 

2. Trial Software.
Licensee may use the software for evaluation purposes only for 
30 days, subject to the terms and conditions set forth in this 
agreement. 

The trial license permits and only permits using Segue-Soft's 
software for evaluation purpose.

To continue to use the software after evaluation period, you 
must purchase official licenses from Segue-Soft, otherwise 
you must delete software installed on your computer immediately.

3. License Types and Restrictions.
This grant of License is contingent upon Licensee's purchase of 
a node-locked or floating license from Segue-Soft.
    
A node-locked license allows licensee to install and use the 
licensed software on and only on a single computer.

A floating license allows licensee to install the licensed software 
on an unlimited number of computers. At any time, the total number 
of computers that can run the licensed software concurrently is 
limited by the total number of floating licenses (seats) purchased.

Segue-Soft's software licenses granted to Licensee are permanent. 
However, all license files are dated and are valid for the next 
two or three years from the date issued. When a license file 
expires Segue-Soft will generate a new license file for the licensee
upon request, free of charge. The licensee can choose to switch to 
use a new or different computer at this time. At any time if the 
licensed computer hardware breaks down or otherwise is retired and 
replaced by a new computer, we will generate a new license file 
for the licensee, free of charge, on the condition that the licensee
sends us a signed letter by a company officer and states that the 
old computer has ceased to work or the licensed software installed 
on the old computer has been removed completely, and the licensee 
will no longer be using licensed software on the old computers.

4. Software Maintenance 

Segue-Soft will, at no additional charge to Licensee, provide 
Licensee with technical support for the warranty period stated 
in the "7. Limited Warranty" Section during Segue-Soft's 
normal business hours.  

After the warranty period, to continue to get technical support 
and have access to the latest software releases, Licensee may 
purchase Segue-Soft's Annual Software Maintenance Plan support 
contract. 

5. Ownership.
The Segue-Soft Software is licensed, not sold to you by Segue-Soft
for use only under the terms of this License, and Segue-Soft 
reserves all rights not expressly granted to you. Licensee 
acknowledges that this is only a limited, nonexclusive license, 
and Segue-Soft is and remains the owner of all titles, rights, 
and interests in the software. 

6. Copyright and Intellectual Property Rights.
The Software and documentation is protected by United States 
Copyright Law and international copyright treaties, as well as 
other intellectual property laws and treaties.

Licensee acknowledges and agrees that Segue-Soft's Software 
contains confidential and proprietary information, as well as 
trade secrets of Segue-Soft. Licensee shall not disclose or 
make available any portion of the Licensed Software, documentation 
or any information derived from the Licensed Software to any 
third-party. This obligation does not apply to the information 
known by Licensee prior to its receipt from Segue-Soft's software, 
or otherwise already publicly available.

Licensee may not reverse engineer, decompile, or disassemble the 
software's binary components, nor permit any third party to do so.

Licensee has no right to transfer, sublicense or otherwise 
re-distribute the licensed Software to any third party. Any third 
party wishing to use the software must purchase a license 
directly from Segue-Soft. 

7. Limited Warranty.
Segue-Soft warrants that during the twelve-month period from the 
date of delivery, the Licensed Software will operate substantially 
in accordance with its accompanying documentation, and to the best 
of Licensor's knowledge Licensee's use of this Software according 
to the documentation is not an infringement of any third party's 
intellectual property rights. 

TO THE EXTENT PERMITTED BY LAW, THE ABOVE-STATED LIMITED WARRANTY 
REPLACES ALL OTHER WARRANTIES. THIS SOFTWARE IS PROVIDED "AS IS" 
WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, 
BUT NOT LIMITED TO WARRANTY OF TITLE, MERCHANTABILITY, 
NONINFRINGEMENT, OR OF FITNESS FOR A PARTICULAR PURPOSE. 

8. Limitation of Liability.
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL Segue-Soft
OR ITS SUPPLIERS BE LIABLE FOR LOSS OF USE, DATA, OR PROFITS,
BUSINESS INTERRUPTION OR ANY SPECIAL, INCIDENTAL, INDIRECT, 
CONSEQUENTIAL, OR EXEMPLARY DAMAGES, HOWEVER CAUSED, 
REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR 
OTHERWISE), EVEN IF Segue-Soft IS ADVISED OF THE POSSIBILITY 
OF SUCH DAMAGE.

9. Export Law Assurances. 
You may not use or otherwise export or re-export the software 
except as authorized by United States law and the laws of the 
jurisdiction in which the software was obtained. In particular, 
but without limitation, the Software may not be exported or 
re-exported into any U.S. embargoed countries (currently 
Cuba, Iran, Iraq, Libya, North Korea, Sudan and Syria). By 
using the software, you represent and warrant that you are 
not located in, under control of, or a national or resident 
of any such country.

10. Termination.
Segue-Soft may terminate this LICENSE in the event Licensee 
breaches any material term or condition set forth in this License. 

Upon termination, Licensee agrees to cease using the software 
and any user applications containing the software or components 
of the software that were developed by Licensee. Licensee shall 
immediately remove and destroy copies of installed and stored 
Software on storage mediums.

11. U.S. GOVERNMENT END-USERS. 
The Software and related documents are "commercial items", as that 
term is defined in 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. Consistent with 
48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, 
all U.S. Government End-Users acquire the Product with only those 
rights set forth herein.

12. Non-Waiver
The failure by either party at any time to enforce any of the 
provisions of this NULA or any right or remedy available hereunder 
or at law or in equity, or to exercise any option herein provided, 
shall not constitute a waiver of such provision, right, remedy or 
option or in any way affect the validity of this License Agreement. 
The waiver of any default by either party shall not be deemed a 
continuing waiver, but shall apply solely to the instance to 
which such waiver is directed. 

13. Controlling Law and Severability. 
This Agreement shall be governed by the laws of the State of Illinois, 
U.S.A., excluding its conflict of law provisions. All disputes 
relating to this agreement are subject to the exclusive jurisdiction 
of the courts of Illinois and you expressly consent to the exercise 
of personal jurisdiction in the courts of Illinois in connection 
with any such dispute including any claim involving Segue-Soft. 
This Agreement shall not be governed by the United Nations 
Convention on Contracts for the International Sale of Goods. 

If any provision in this Agreement should be held illegal or 
unenforceable by a court of competent jurisdiction, such provision 
shall be modified to the extent necessary to render it enforceable 
without losing its intent, or severed from this Agreement if no 
such modification is possible, and other provisions of this Agreement 
shall remain in full force and effect. If any dispute arises under 
this Agreement, the prevailing party shall be reimbursed by the 
other party for any and all legal fees and costs associated therewith.

EXHIBIT A

Binary Code means the portion of the Licensed Software which is 
licensed to Licensee in machine executable binary form.

Source Code means the portion of the Licensed Software which is 
licensed to Licensee in human-readable form.

Licensed Software

NETCONFc: Binary Code

MasterYANG: Binary Code


IN WITNESS WHEREOF, the parties have caused this Agreement to be executed 
by their duly authorized representatives via the process of software download.

Last modified: 04/19/2017

