SOFTWARE LICENSE AGREEMENT NOTICE-READ BEFORE OPENING THIS PACKAGE OR DOWNLOADING ELECTRONICALLY OR INSTALLING TO A COMPUTER HARD DRIVE ! SOFTWARE PRODUCT LICENSE AGREEMENT OF CYTWARE CORPORATION ("VENDOR"). CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT BEFORE INSTALLING THIS SOFTWARE PROGRAM. INSTALLATION OF THIS SOFTWARE PROGRAM INDICATES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, PROMPTLY DELETE THIS PROGRAM FROM ALL COMPUTER STORAGE DEVICES OR RETURN THE PACKAGE UNOPENED TO THE PLACE OF PURCHASE FOR A REFUND. 1. Definitions The Software Product is licensed (not sold) to you, and Vendor owns all copyright, trade secret, patent and other proprietary rights in the Software Product. The term "Software Product" includes all copies of the KIWE computer program and its documentation. 2. License a. Authorized Use. Vendor grants you a nonexclusive license to use the Software Product on a single computer. You may make one copy of the Software Product's computer program for back-up purposes only. b. Restrictions. You may not: (1) copy (other than once for back-up purposes), distribute, rent, lease or sublicense all or any portion of the Software Product; (2) modify or prepare derivative works of the Software Product; (3) use the Software Product in a computer-based services business or publicly display visual output of the Software Product; (4) transmit the Software Product over a network, by telephone, or electronically using any means; or (5) reverse engineer, decompile or disassemble the Software Product. You agree to keep confidential and use your best efforts to prevent and protect the contents of the Software Product from unauthorized disclosure or use. c. Transfer. You may transfer the Software Product, but only if the recipient agrees to accept the terms and conditions of this Agreement. If you transfer the Software Product, you must transfer all computer programs and documentation and erase any copies residing on computer equipment. Your license is automatically terminated if you transfer the Software Product. d. Other restrictions: You may not download or otherwise export or reexport the Software or any underlying information or technology except in full compliance with all United States and other applicable laws and regulations. In particular, but without limitation, none of the Software or underlying information or technology may be downloaded or otherwise exported or reexported (i) into (or to a national or resident of) Cuba, Haiti, Iraq, Libya, Yugoslavia, North Korea, Iran, or Syria or (ii) to anyone on the US Treasury Department's list of Specially Designated Nationals or the US Commerce Department's Table of Deny Orders. By downloading the Software, you are agreeing to the foregoing and you are representing and warranting that you are not located in, under control of, or a national or resident of any such country or on any such list. e. Trial/Evaluations. This Agreement shall be effective from the date User receives the Software and for a period of thirty (30) days thereafter. If User does not purchase the Software prior to the expiration of the term of this Agreement, this Agreement expires and the User shall destroy all copied portions of the Software. including all diskettes and manuals received with the evaluation copy. If the User does purchase the software, all terms and conditions of the End User License Agreement included with the Software will be in full force and effect, and the terms and conditions of the Evaluation portion of the Agreement become null and void. The cost of setup, testing and evaluation of Software shall be borne by User. 3. Limited Software Product Warranty For 30 days from the date of shipment, we warrant that the media (for example, diskette) on which the Software Product is contained will be free from defects in materials and workmanship. This warranty does not cover damage caused by improper use or neglect. We do not warrant the contents of the Software Product or that it will be error free. The Software Product is furnished "AS IS" and without warranty as to the performance or results you may obtain by using the Software Product. The entire risk as to the results and performance of the Software Product is assumed by you. To obtain warranty service during the 30-day warranty period, you may return the Software Product with a description of the problem to Vendor. The defective media in which the Software Product is contained will be replaced at no additional charge to you. Cytware and its suppliers specifically disclaim all warranties, either express or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose, with regard to the Software, the accompanying written materials, and any accompanying hardware. In no event shall Cytware or any of its suppliers be liable for any damages whatsoever (including without limitation, damages for loss or business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use the Software, even if Cytware has been advised of the possibility of such damages. 4. Remedy If you do not receive media which is free from defects in materials and workmanship during the 30-day warranty period, you will receive a refund for the amount you paid for the Software Product returned. 5. Disclaimer of Warranty And Limitation of Remedies YOU UNDERSTAND AND AGREE AS FOLLOWS: a. THE WARRANTIES IN THIS AGREEMENT REPLACE ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE DISCLAIM AND EXCLUDE ALL OTHER WARRANTIES. IN NO EVENT WILL OUR LIABILITY OF ANY KIND INCLUDE ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, EVEN IF WE HAVE KNOWLEDGE OF THE POTENTIAL LOSS OR DAMAGE. b. We will not be liable for any loss or damage caused by delay in furnishing a Software Product or any other performance under this Agreement. c. Our entire liability and your exclusive remedies for our liability of any kind (including liability for negligence except liability for personal injury caused solely by our negligence) for the Software Product covered by this Agreement and all other performance or nonperformance by us under or related to this Agreement are limited to the remedies specified by this Agreement. d. Some states do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. This warranty gives you specific legal rights, and you may also have other rights which vary from state to state. 6. Termination This Agreement is effective until terminated. You may terminate it at any time by destroying the Software Product, including all computer programs and documentation, and erasing any copies residing on computer equipment. This Agreement also will terminate if you do not comply with any terms or conditions of this Agreement. Upon such termination you agree to destroy the Software Product and erase all copies residing on computer equipment. 7. U.S. Government Restricted Rights The Software Product is provided to the Government only with restricted rights and limited rights. Use, duplication, or disclosure by the Government is subject to restrictions set forth in FAR Sections 52-227-14 and 52-227-19 or DFARS Section 52.227-7013©(1)(ii), as applicable. Contractor/ Manufacturer is Cytware Corporation 1-817-924-9917, http://www.cytware.net 8. General COPYRIGHT The Software is owned by Cytware Corporation and is protected by the United States copyright laws and the international treaty provisions You are responsible for installation, management and operation of the Software Product.