Automated Logic Corporation End User License Agreement (EULA)

This End User License Agreement (EULA) is a CONTRACT between the User, and Automated Logic Corporation (ALC), which covers the User's use of the ALC product(s) (Product(s)) that accompany this EULA, which may include software programs (Software), hardware (Hardware), associated media, printed materials, and "online" or electronic documentation. If the User does not agree to the terms of this EULA, then do not install or use the Products or the License. BY EXPLICITLY ACCEPTING THIS EULA, HOWEVER, OR BY INSTALLING, COPYING, DOWNLOADING, ACCESSING, OR OTHERWISE USING THE PRODUCT AND/OR LICENSE, YOU ARE ACKNOWLEDGING AND AGREEING TO BE BOUND BY THE TERMS OF THIS EULA.

COPYRIGHT Copyright laws and international copyright treaties, as well as other intellectual property laws and treaties protect the Products. User may not and shall not copy or otherwise reproduce or make available to any other party any part or all of the Products. The User may, however, make one (1) copy of Software for backup or archival purposes.

DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS User may not reverse engineer, decompile or disassemble the Products; modify or create derivative works based upon the Products in whole or in part; distribute copies of the Software; remove any proprietary notices or labels on the Products; or resell, lease, rent, transfer, sublicense or otherwise transfer rights to the Software. User acknowledges that no title to the intellectual property in the Products is transferred. All right, title and interest in the Products and the intellectual property rights contained therein shall remain with ALC. Furthermore, this EULA does not grant User any rights in connection with any trademarks or service marks of ALC.

GRANT OF NON-EXCLUSIVE LICENSE Software that does not require registration (typically engineering tool software programs and training software programs) may be installed and used on multiple computers within the User's organization as required, but may not be shared with individuals outside the User's organization. User may not modify or create derivative copies of the Software. User may not sublicense, reassign, or transfer this EULA, or any part thereof, to any party. All rights not expressly granted to User are retained by ALC.

WARRANTIES ALC warrants that ALC has the right to license to User the nonexclusive use of the Products as set forth herein. ALC warrants that, to the best of ALC�s knowledge, the intellectual property embodied in the Products does not infringe upon the registered U.S. copyright, patent, or trademark rights of third parties. ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED AND EXCLUDED.

INDEMNIFICATION In the event of any United States copyright, patent, or trademark infringement claim brought against User arising out of use of the Product as authorized in this EULA, ALC will defend, at its expense, and pay any direct costs and damages made in settlement or finally awarded as a result of any infringement action brought against User, subject to the limitations set out in the next paragraph, provided (1) ALC is promptly notified in writing by User that such action is threatened or has been brought; (2) ALC shall have sole control of the defense of any such action and all negotiations for its settlement or compromise; and (3) ALC receives the cooperation and assistance of User. Notwithstanding the foregoing, ALC will have no obligation under this section or otherwise, with respect to any infringement claim based upon (i) any unauthorized use, reproduction, or distribution of the Products by User, (ii) any use of the Products in combination with other products, equipment, software, or data not supplied by ALC, (iii) any modification of the Products by any person other than ALC.

LIMITATION ON LIABILITY

IN NO EVENT SHALL ALC BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING ANY LOST DATA AND LOST PROFITS, ARISING FROM OR RELATING TO THIS EULA. ALC�S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS LICENSE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNT OF FEES PAID TO ALC BY THE USER UNDER THIS EULA.

ALC shall not be liable for loss of profit, loss of business, or other financial loss which may be caused, directly or indirectly, by the inadequacy of the Product for any purpose or any use thereof, or by any defect or deficiency therein. No action, regardless of form, arising out of any transaction under this EULA may be brought by the User more than one year after the User has knowledge of the occurrence which gives rise to the cause of such action.

THIS STATES ALC�S ENTIRE LIABILITY AND THE USER�S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONS.

ADDITIONAL SOFTWARE This EULA applies to updates or supplements to the original Products provided by ALC.

TERMINATION ALC may cancel this EULA if User does not abide by the terms and conditions of this EULA, in which case all Products and component parts must be returned to ALC and all copies of Products, or any portions thereof, not returned to ALC must be destroyed.

NOTE ON JAVA SUPPORT. Sun Microsystems, Inc. has contractually obligated ALC to make this disclaimer: THE PRODUCT MAY CONTAIN SUPPORT FOR PROGRAMS WRITTEN IN JAVA. JAVA TECHNOLOGY IS NOT FAULT TOLERANT AND IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE OR RESALE AS ONLINE CONTROL EQUIPMENT IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, DIRECT LIFE SUPPORT MACHINES, OR WEAPONS SYSTEMS, IN WHICH THE FAILURE OF JAVA TECHNOLOGY COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.

ENTIRE AGREEMENT This EULA, including any addendum or amendment to this EULA which is included with the Products, is the entire agreement between User and ALC relating to the Products, and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Products or any other subject matter covered by this EULA. To the extent the terms of any ALC policies or programs for support services conflict with the terms of this EULA, the terms of this EULA shall control.

CONTACT INFORMATION If the User has any questions about this EULA, or wants to contact ALC for any reason, please direct all correspondence to: Automated Logic Corporation Attn: Marketing Department 1150 Roberts Blvd. Kennesaw, GA 30144, United States of America or email [email protected].

� 2004 Automated Logic Corporation