 GINA(tm) 1.1
 END-USER INDIVIDUAL LICENSE AGREEMENT

This License Agreement is your proof of license.  Please consider it valuable property.

This is a legal agreement between you, the end user (either an individual or an entity,  (referred to as "you" in this Agreement), and California State University Institute ("CSUI").  If you do not agree to the terms of this Agreement, promptly return any materials (the disk package and accompanying items including any written materials and containers) to the place you obtained them for a full refund.

PREAMBLE

CSUI has all rights necessary to license the Internet graphical user interface software entitled GINA(tm) ("GINA(tm)") and the supporting documents enclosed with the GINA(tm) installation software disks (the "Documentation");

THEREFORE, you and CSUI (together the "Parties" and each a "Party"), intending to be legally bound, agree as follows:

TERMS AND CONDITIONS

1.  Grant of License.  Subject to the terms of this Agreement, CSUI grants you a non-exclusive, non-transferable license (the "License") to use GINA(tm) and the documentation on any single computer at any time  and in the location(s) described above.  If GINA(tm) is permanently installed on the hard disk or other storage device of a computer (other than a network server) and one person uses that computer more than 80% of the time it is in use, then that person may also use GINA(tm)  on a portable or home computer.

2.  Term.  The term of this Agreement will commence on the effective date and continue for a period of one calendar year, unless terminated earlier under Paragraph 10, below.  If you are not in breach of any of the provisions of this Agreement, the Agreement may be renewed annually by you upon payment of an annual license fee determined by CSUI from time to time.  Unless renewed, the Agreement becomes null and void after that time has elapsed.  Once this Agreement has terminated in this manner, you may not use the software on any computer and must delete it from any hard disks or other storage media on which it is stored, including any backup copies.

3.  License Fees.  In consideration of the License granted by CSUI, you agree to pay CSUI the  License Fees due on the effective date and on each annual renewal date.  All payments due CSUI under this Agreement will be made in United States Dollars, without adjustment, set-off, withholding or counterclaim of any kind.  The License Fees set forth in this Agreement do not include packaging, shipping, local, state or federal sales, use, excise, personal property or other similar taxes or duties, and any such taxes will be assumed and paid for by you.

4.  Use of GINA(tm).

a.  You may install and use GINA(tm) and the Documentation provided by CSUI for your own internal purposes and operations (and not for the use or benefit of third parties) only at the location(s) and on the computer  specifically listed at the end of this Agreement.

You may load one copy of the GINA(tm) software on the computer designated below for purposes of using the GINA(tm) software.  You may make no other copies of the GINA(tm) software or the Documentation.  You may not, without the prior written consent of CSUI, transfer the operation of GINA(tm) to a computer or location other than as specifically designated below.

b.  You may not reverse engineer, reverse compile, or otherwise disassemble the GINA(tm) software or any software incorporated into the GINA(tm) software, including but not limited to software provided by Adobe Systems Incorporated, Apple Computer, Inc., Hyde Park Software, QPC Software, or the University of Minnesota (each, a "Software Supplier").  You may not modify, network, rent, lease, loan, distribute or create derivative works based upon the GINA(tm) software in whole or in part.  You may not electronically transmit the GINA(tm) software from one computer to another or over a network.  You may not use any software provided by a Software Supplier and incorporated into the GINA(tm) software for any purpose other than use of the GINA(tm) software as provided in this Agreement.

c.  If the SOFTWARE package contains two or more versions of the software (e.g. Macintosh(r)/Windows(tm)), then you may use only one version on a single designated computer.  You may not use any other version(s) on another computer, or loan, rent, lease, or transfer them to another user except as part of a transfer or other use as expressly permitted by this Agreement.

5.  Support Services.  During the term of this Agreement, support for GINA(tm) will be provided as  described in the Documentation.

6.  CSUI's Ownership of GINA(tm).

a.  GINA(tm) and the Documentation licensed under this Agreement are the sole property of CSUI.

b.  GINA(tm) is trademark of CSUI.  Adobe, the Adobe logo, Acrobat, and the Acrobat logo are trademarks of Adobe Systems Incorporated, which may be registered in certain jurisdictions.  Times and Helvetica are trademarks of Linotype-Hell AG and/or its subsidiaries.  ITC Zapf Dingbats is a registered trademark of International Typeface Corporation.  Apple is a registered trademark of Apple Computer, Inc.  MacApp and Macintosh are trademarks of Apple Computer, Inc.  POPmail and TurboGopher are trademarks of the University of Minnesota.  You may not use, misuse or appropriate these trademarks or any other trademark of CSUI or any Software Supplier.

c.  The packet driver component of software supplied by the University of Minnesota is subject to a GNU General Public License.  A copy of that license is found in the Documentation.

d.  The provisions of this Paragraph 6 will survive the termination of the Agreement.

7.  Limited Warranty.

a.  CSUI warrants that it has all necessary rights to grant this License.

b.  CSUI warrants that the GINA(tm) software is in substantial compliance with the specifications in the Documentation when GINA(tm) is used in the manner described in this Agreement.  With that exception, GINA(tm) and the Documentation are provided to you on an "as is" basis.  Further, CSUI makes no warranty that GINA(tm) or the Documentation are error-free or that the GINA(tm) software will operate on an uninterrupted or error-free basis.  THIS WARRANTY GIVES SPECIFIC LEGAL RIGHTS AND YOU MAY HAVE OTHER RIGHTS, WHICH MAY VARY FROM STATE TO STATE.

c.  EXCEPT AS SPECIFICALLY SET FORTH ABOVE IN THE EXPRESS WARRANTIES, CSUI DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO GINA(tm) AND THE DOCUMENTATION, WHETHER EXPRESS OR IMPLIED, AND INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE.

d.  EACH SOFTWARE SUPPLIER SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO ANY SOFTWARE PROVIDED BY THEM AND INCORPORATED INTO THE GINA(tm) SOFTWARE, WHETHER THESE WARRANTIES ARE EXPRESS OR IMPLIED, AND INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE.

e.  No employee, agent or other representative of CSUI or any Software Supplier has the authority to bind CSUI or any other Software Supplier to any oral representation or warranty concerning GINA(tm) or the Documentation that is contrary to this Agreement.

8.  Limitation of Liability.  NEITHER CSUI NOR ANY SOFTWARE SUPPLIER WILL BE LIABLE FOR ANY LOSS, COST, EXPENSE OR DAMAGE OF ANY KIND RESULTING FROM YOUR USE OF GINA(tm) OR THE DOCUMENTATION INCLUDING, BUT NOT LIMITED TO, ANY LIABILITY FOR BUSINESS EXPENSES, MACHINE DOWNTIME, LOSS OF BUSINESS OPPORTUNITY OR GOODWILL, LOSS OF PROFITS, DIRECT, INDIRECT, GENERAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR ANY OTHER KIND OF COST, CHARGE, FEE OR DAMAGE.  SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

9.  Indemnifications.

a.  CSUI Indemnities.  CSUI agrees to indemnify and hold you harmless from any claim that GINA(tm) or the Documentation infringes a U.S. copyright.  If any such claim is asserted, or in CSUI's judgment is likely to be asserted, with respect to GINA(tm) or the Documentation, you agree to allow CSUI, at CSUI's option, to (a) procure the right for you to continue use of GINA(tm) and/or the Documentation or (b) replace or modify either or both of them in a functionally equivalent manner so as to become non-infringing.  If neither of the foregoing remedies is available on terms that are reasonable in CSUI's sole judgment, then you, upon written request by CSUI, will return GINA(tm) and all Documentation to CSUI and CSUI will reimburse you the pro-rated amount of the License Fees paid by you during the current calendar year to CSUI with respect to GINA(tm).

b.  Your Indemnities.  You agree to defend and indemnify CSUI against any and all loss, cost or expenses, and hold CSUI harmless from any and all losses, costs or expenses of any kind incurred by CSUI, as a result of any claim by any third person arising out of your use of GINA(tm).

c.  Notice.  The indemnities in this Paragraph 9 are contingent upon the following:  the Party seeking indemnity will give prompt written notice to the indemnifying Party of any claim, demand, or action for which indemnity is sought; will fully cooperate in the defense or settlement of any such claim, demand, or action; and will obtain the indemnifying Party's prior written consent (which will not unreasonably be withheld) to any settlement or proposal of settlement.

10. Termination.  The License will remain in force unless terminated under Paragraph 2, above, or unless terminated as follows:

a.  For purposes of this Agreement, (1) any failure by you to timely pay any amount due to CSUI, or (2) any other failure by you to perform any material obligation under this Agreement is an "Event of Default".

b.  CSUI may immediately terminate this Agreement for cause upon the occurrence of (1) any Event of Default and your failure to cure any such Event of Default within five (5) days after receipt of CSUI's notice of such default, or (2) any event described in Paragraph 9.a. that causes CSUI to terminate the License, following which CSUI may terminate this Agreement upon five (5) days' written notice to you.

c.  You may terminate this Agreement without cause upon five (5) days' written notice to CSUI if all License Fees and any other amounts due CSUI under the Agreement have been paid.

d.  Upon termination of this Agreement:  (1) the License will immediately terminate; (2) you will immediately pay to CSUI any unpaid License Fees or other amounts then due (except where termination arises under subparagraph 9.a.); (3) you will promptly deliver to CSUI or destroy all copies of GINA(tm) and the Documentation in your possession or under your control; and (4) at CSUI's request, you will promptly certify in writing to CSUI that no copies of GINA(tm) or the Documentation have been retained or are within your control.

e.  The obligations set forth in Paragraph 7 and Paragraph 9 of this Agreement will survive termination of this Agreement and remain in full force.  Except as specifically stated in Paragraph 9.a., CSUI is under no obligation to refund any portion of the License Fees or other amounts paid by you to CSUI under this Agreement.

11.  Government End Users.  If you are acquiring GINA(tm) on behalf of any unit or agency of the United States Government, the following provisions apply.  The Government agrees:

	(i)  If GINA(tm) is supplied to the Department of Defense (DoD), GINA(tm) is classified as "Commercial Computer Software" and the Government is acquiring only "restricted rights" in GINA(tm) and the Documentation, as that term is defined in Clause 252.227-7013(c)(1) of the DFARS; and

	(ii)  If GINA(tm) is supplied to any unit or agency of the United States Government other than DoD, the Government's rights in GINA(tm) and the Documentation will be defined in Clause 52.221-19(c)(2) of the FAR or, in the case of NASA, in Clause 18-52.227-86(d) of the NASA supplement to the FAR

12.  Restricted Rights Legend.  Use, duplication, or disclosure by the Government is subject to restrictions as set forth in sub-paragraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252-277-7013.  California State University Institute, 400 Golden Shore, Long Beach, California 90802.

13.  Export Law Assurances.  You agree and certify that neither GINA(tm) nor any other technical data received from CSUI, nor products derived from your use of GINA(tm), will be exported outside the United States except as authorized and as permitted by the laws and regulations of the United States.  If GINA(tm) has been rightfully obtained by you outside of the United State you agree that you will not re-export GINA(tm) nor any other technical data received from CSUI, nor products derived from your use of GINA(tm), except as permitted by the laws and regulations of the United States and the laws and regulation of the jurisdiction in which you obtained GINA(tm).

14.  Governing Law.  This Agreement will be construed and enforced under the Laws of the State of California as they apply to Agreements executed and fully performed in California (that is, without reference to the rules governing conflicts or choice of laws).

15.  Force Majeure and Excusable Delays.

a.  Despite any other provision in this Agreement to the contrary, CSUI will not be liable for any costs or damages due to nonperformance of this Agreement arising out of any cause not within the reasonable control of CSUI and without its fault of negligence, which causes will include, but not be limited to, acts of God or nature (each, an "Event of Force Majeure").

b.  Despite any other provision in this Agreement to the contrary, CSUI will not be liable for any delay or failure in the performance of its obligations under this Agreement which directly results from any failure on your part to perform your obligations as set forth in this Agreement.

16.  No Assignment.  You may not assign this Agreement, and any attempt by you to do so will be invalid.

17.  Miscellaneous.

a.  This Agreement constitutes the entire agreement between the Parties respect to this subject matter, supersedes all previous agreements with respect to this subject matter, and may be amended only in an agreement executed by both you and CSUI.  Paragraph headings are for convenience only and will not be used in any manner to construe this Agreement.  Wherever the context permits, "or" will be given both its conjunctive and disjunctive meanings.

b.  No waiver of any provision of this Agreement will be valid unless in writing and signed by the Party sought to be charged therewith.  No waiver will be continuing unless it will specifically so state; rather, the waiver will be solely for the particular event specially described.

c.  If any part or provision of this Agreement is void or voidable as being contrary to federal, state or local law, regulation or ordinance, or if any paragraph, subparagraph or term is finally declared void or unenforceable by any court or agency of competent jurisdiction, the remainder of this Agreement, to the maximum practicable extent, will continue in full force and effect.

d.  This Agreement must be signed electronically by you and, as so executed, will be a binding agreement between you and CSUI.  You certify that you are 18 years old or older; if you are not 18 years old or older, or otherwise of legal age to execute this Agreement; if you are not, your parent, guardian, or some other responsible adult must execute this Agreement electronically before you begin using the GINA(tm) software.

For more information about CSU Institute's licensing policies, please contact the GINA(tm) Project, CSU Institute, 400 Golden Shore Drive, Long Beach, CA 90802 or E-Mail at <GINA@CALSTATE.EDU>.


IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as set forth below:


CALIFORNIA STATE UNIVERSITY INSTITUTE

	Molly Corbett Broad, President

IN WITNESS WHEREOF, the parties have caused this Agreement 
to be executed as set forth below:


GINA(tm) END-USER: 
Name: John Miller
Organization: CSUI
Location of workstation: SWRL
Effective Date: 07-04-1994
