Topicgrazer End User License agreement (EULA)

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1. Definitions.
"Mark"      means "Topicgrazer";
"Software"      means the software called "Topicgrazer", and where the 
context requires shall include explanatory materials relating to the 
Software and Upgrades;
"Terms"       means the terms and conditions contained herein; 
"Upgrades"      means upgrades, modified versions, updates and 
additions to the Software, if any, licensed to you by G&A M.C.; 
"Use" or "Using"       means to access, install, download, copy the
Software or otherwise benefit from it; 
"User"       means a person who Uses the Software; and
"G&A M.C."      means G&A Management Consultants Limited, a company incorporated under 
the laws of Hong Kong.
2. Software License.  As long as you comply with these Terms, G&A M.C. 
grants to you a non-exclusive license to Use the Software.
2.1 Use.  You may Use one copy of the Software on a computer system.
2.2 Backup copy.  You may make one backup copy of the Software, 
provided it is not installed or used on any computer.  You may not 
transfer the rights to a backup copy unless you transfer all rights in 
the Software under Section 4. 
3. Intellectual Property Rights.  The Software and any copies that you 
are authorized by G&A M.C. to make are the intellectual property of 
and are owned by or licensed to G&A M.C..  The Software is protected 
by copyright including without limitation the Copyright Ordinance under 
the laws of Hong Kong, international treaty provisions and applicable 
laws in the jurisdictions in which it is used.  You agree not to copy 
the Software, except as set forth in Section 2; not to reverse 
engineer, decompile, disassemble or otherwise attempt to discover the 
source code of the Software; and not to modify, adapt or translate 
the Software.  Any information supplied by G&A M.C. or obtained by 
you, as permitted hereunder, may not be disclosed to any 3rd party or 
used to create any software which is similar to the Software.  The 
intellectual property rights of the Mark belongs to or is licensed to 
G&A M.C. and cannot be used by the User except for identifying the 
4. Transfer.  You may not rent, lease, sublicense or authorize all or 
any portion of the Software to be copied unless expressly permitted 
herein.  You may, however, transfer all your rights to use the Software 
to another person or legal entity provided that (a) you also transfer 
these Terms, the Software and all other software bundled or pre-
installed with the Software, including all copies; (b) you retain no 
copies, including backups and copies stored on a computer; and (c) the 
receiving party accepts these Terms and all other terms and conditions 
upon which you legally purchased a license to the Software.
5. Disclaimer. 
To the extent permitted by applicable laws, G&A M.C.:
5.1      disclaims all warranties with respect to the Software, either 
express or implied, including but not limited to any implied warranties 
relating to quality, fitness for any particular purpose 
or ability to achieve a particular result;
5.2      makes no warranty that the Software is error free or that its 
use will be uninterrupted and the User acknowledges and agrees that the 
existence of such errors shall not constitute a breach of these Terms;
5.3      does not give any warranty in respect of third party 
components or products incorporated in the Software.
6.      Liability.
6.1      Save in respect of claims for death or personal injury arising 
from G&A M.C.'s negligence, G&A M.C.'s liability to the User under 
these Terms or for any cause whatsoever will be for direct costs and 
damages only and will be limited to the price paid by the User for the 
Software that is subject to the User's claim.
6.2      Under no circumstance shall G&A M.C. be liable for any 
damages resulting from loss of data or use, lost profits, loss of 
anticipated savings, nor for any damages that are an indirect or 
secondary consequence of any act or omission of G&A M.C. whether such
damages were reasonably foreseeable or actually foreseen. 
7.      Trial Basis.  If you are Using the Software on a trial basis, 
then you shall have a license  to Use the Software for 30 days
(the "Trial Period") from the date you install it, solely for the 
purpose of evaluating the Software to determine whether to purchase an 
ongoing license to the Software.  At the end of the Trial Period, the 
Software will stop working.  During the Trial Period, the Software is 
provided to you "as is" and your Use is entirely at your own risk.
8. General Provisions. If any part of these Terms is found void and 
unenforceable, it will not affect the validity of the balance of these 
Terms, which shall remain valid and enforceable according to its 
terms.  Upgrades may be licensed to you by G&A M.C. with additional or 
different terms.  These Terms govern all aspects of the license 
relating to the Software and supercede any prior representations, 
undertakings, communications or advertising relating to the Software.
9. Governing laws.  These Terms are governed by the laws of Hong Kong 
and the User submits to the non-exclusive jurisdiction of the Hong Kong 
10.      U S Government End Users. The Software is a "commercial item" 
as that term is defined at 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 Software with only those rights set forth therein.
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