ZINLEY COMMERCIAL SOFTWARE LICENSE AGREEMENT

This Commercial Software License Agreement (the "Agreement") is entered into between Zinley, Inc. ("Licensor") and the entity or individual ("Licensee") using the Zinley software.

1. DEFINITIONS

1.1 "Software" means the Zinley software product, including any updates, modifications, or documentation provided by Licensor.

1.2 "License Fee" means the fee paid by Licensee for the right to use the Software.

2. LICENSE GRANT

2.1 Subject to the terms of this Agreement and payment of the applicable License Fee, Licensor grants Licensee a non-exclusive, non-transferable license to use the Software for Licensee's internal business purposes.

2.2 Licensee may install and use the Software on the number of devices specified in the purchase agreement.

3. RESTRICTIONS

Licensee shall not:
(a) Copy, modify, or create derivative works of the Software;
(b) Reverse engineer, decompile, or disassemble the Software;
(c) Remove or alter any proprietary notices on the Software;
(d) Sell, sublicense, rent, lease, or distribute the Software to any third party.

4. OWNERSHIP

Licensor retains all right, title, and interest in and to the Software, including all intellectual property rights.

5. TERM AND TERMINATION

5.1 This Agreement is effective upon Licensee's acceptance and continues until terminated.

5.2 Licensor may terminate this Agreement if Licensee breaches any material term.

5.3 Upon termination, Licensee must cease all use of the Software and destroy all copies.

6. WARRANTY AND DISCLAIMER

6.1 Licensor warrants that the Software will perform substantially in accordance with the documentation for 90 days from the date of purchase.

6.2 EXCEPT AS EXPRESSLY SET FORTH ABOVE, LICENSOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

7. LIMITATION OF LIABILITY

IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. SUPPORT AND MAINTENANCE

Support and maintenance services, if any, shall be provided under a separate agreement.

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of [insert jurisdiction], without regard to its conflict of law provisions.

10. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous agreements or understandings, written or oral.

By installing or using the Software, Licensee agrees to be bound by the terms of this Agreement.

Zinley