ULTRA TT SOFTWARE LICENSE AGREEMENT

If you click the <I ACCEPT> button, you are stating that you and your Company agree to accept and be bound by all terms and conditions of this Agreement. Do not proceed if you are not authorized to bind the Company and/or do not agree to the terms and conditions of this Agreement.

This License is entered by and between Nordson Corporation, including its wholly owned subsidiary EFD Inc., collectively referred to as "NORDSON" and you, the end user (hereinafter "LICENSEE").


LICENSE AND USE

NORDSON grants to LICENSEE a non-exclusive, paid-up license to use the software and associated documentation ("Licensed Software"), subject to the terms and conditions contained herein.  The Licensed Software shall be used only for the purpose of interfacing with, controlling, or programming an associated NORDSON product.  The Licensed Software may not be used on more than one PDA at a time and then only at LICENSEE's site.  Except as provided herein, NORDSON retains all right, title, and interest to the Licensed Software.


TRANSFER OF LICENSE

The LICENSEE may not transfer ownership of this license to another party without the express written permission of NORDSON and then only if a) the other party agrees to abide by the terms of this License or the then current software license, and b) the payment of a license transfer fee in effect at the time.  LICENSEE shall destroy all copies of the Licensed Software that are not trans-ferred to an approved other party.


NON-DISCLOSURE AND NON-REPRODUCTION OF SOFTWARE

Except for the right of LICENSEE to make one (1) copy of the Licensed Software for backup or archival purposes only, LICENSEE agrees not to disclose, duplicate or otherwise reproduce, directly or indirectly, the Licensed Software or associated documentation in whole or in part or any materials relating thereto. LICENSEE agrees not to alter, modify, reverse engineer, disassemble or decompile the Licensed Software in whole or in part or otherwise attempt to reproduce the source code thereof or its equivalent.  LICENSEE shall not authorize or assist 
any third party to do any of those things described above in this paragraph.  LICENSEE agrees to take all reasonable steps to prevent any unauthorized disclosure, duplication or reproduction of the Licensed Software.  LICENSEE agrees not to remove any copyright notice and other proprietary markings from the Licensed Software, and any copy of the Licensed Software made by LICENSEE for backup purposes shall contain the same copyright notice and proprietary 
markings contained on the original Licensed Software.  LICENSEE acknowledges and agrees that, the Licensed Software contains trade secret information which is proprietary to NORDSON.  LICENSEE further acknowledges and agrees that in the event of a breach by LICENSEE of its obligations under this License, such breach will cause irreparable harm and loss to NORDSON for which damages are an inadequate remedy, and in the event of any such breach or threatened breach by LICENSEE, NORDSON shall be entitled to preliminary injunctive relief, without the 
need to post a bond, to enjoin any such actual or threatened breach, in addition to pursuing other remedies at law or equity, and shall be entitled to recover from LICENSEE reasonable attorney's fees and costs in addition to other appropriate relief.


WARRANTY, LIABILITY

NORDSON warrants that, at the time of delivery of the Licensed Software and for a period of ninety (90) days thereafter, the media on which the Licensed Software is furnished shall be free from defects in materials and workmanship. NORDSON's entire liability and LICENSEE's exclusive remedy is limited to the replacement of any media not meeting such express warranty.  THE LICENSED SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY; (i) THAT THE OPERATION OF THE LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE; (ii) THAT THE OPERATION OF THE PRODUCT CONTROLLED BY THE LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE; (iii) THAT ALL SOFTWARE DEFECTS OR ERRORS WILL BE CORRECTED; (iv) THAT THE LICENSED SOFTWARE IS VIRUS-FREE; (v) THAT USE OF THE LICENSED SOFTWARE OR ASSOCIATED PRODUCT WILL NOT INFRINGE A PATENT OR COPYRIGHT; OR (vi) OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  NORDSON SHALL NOT BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, INTERRUPTION OF BUSINESS, OR FOR
INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL DAMAGES, OR ANY LIABILITY OF ANY KIND RESULTING FROM LICENSEE'S USE OF THE LICENSED SOFTWARE.

 
TERMINATION OF THIS LICENSE

Any unauthorized copying, modification, distribution or transfer of the Licensed Software will automatically terminate this License.  NORDSON may also terminate this license at any time by written notice to LICENSEE if LICENSEE is in breach of any of its terms or conditions.  Upon termination, LICENSEE shall immediately return the Licensed Software to NORDSON along with any copies thereof, and any written or tangible materials derived therefrom or based thereon.


REVISIONS AND UPDATES

NORDSON may from time-to-time revise, update, or upgrade the Licensed Software ("Replacement Software") and in doing so does not incur an obligation to furnish LICENSEE Replacement Software on a cost-free basis or otherwise.  Replacement Software, may be provided to LICENSEE pursuant to NORDSON's standard programs, policies, and pricing then in effect.  Replacement Software provided by NORDSON is subject to the terms and conditions of this Agreement.  In the event that NORDSON provides Replacement Software, LICENSEE agrees to destroy all copies of the prior release of the applicable software within 30 days after receipt of the Replacement Software, provided however, LICENSEE may retain one (1) copy of the prior release for backup, archival and support services only.

LICENSEE acknowledges and agrees, that if Replacement Software is offered to LICENSEE, and LICENSEE refuses the Replacement Software, or, fails to install such Replacement Software, NORDSON is under no obligation to provide support of any kind for the Licensed Software.



APPLICABLE LAW AND CONFLICT WITH OTHER TERMS

This License will be governed by the laws of the State of Ohio and of the United States.  This Agreement supersedes any prior agreement or understanding, whether oral or written, between LICENSEE and NORDSON, their agents, and employees with respect to this subject and replaces any inconsistent terms of any separate purchase orders of LICENSEE or any other Terms and 
Conditions of LICENSEE.
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(c) EFD Inc.		Jan 2004

