THIS SOFTWARE LICENSE AGREEMENT ("LICENSE") IS AN AGREEMENT BETWEEN YOU AND JUSTSYSTEMS CORPORATION ("JUSTSYSTEMS"). JUSTSYSTEMS IS WILLING TO LICENSE THE SOFTWARE TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL THE TERMS CONTAINED IN THIS LICENSE. PLEASE READ THIS LICENSE CAREFULLY BEFORE USING THE SOFTWARE, AS BY USING THE SOFTWARE YOU INDICATE THAT YOU AGREE TO BE BOUND BY THE TERMS OF THE LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, JUSTSYSTEMS IS UNWILLING TO LICENSE THE SOFTWARE TO YOU AND YOU MAY NOT USE THE SOFTWARE AND ALL RELATED MATERIALS.

1. OWNERSHIP.

The accompanying software "xfy Basic Edition" (including, but not limited to xfy Basic Edition, xfy Developer's Toolkit, xfy View Designer, and other software and sample components developed by JUSTSYSTEMS) and documentation and any error corrections provided by JUSTSYSTEMS (collectively "Software") are proprietary to JUSTSYSTEMS. You acknowledge and agree that: (a) the Software is protected under copyright and other laws and international treaty provisions; (b) JUSTSYSTEMS and its licensors retain all copyrights and other intellectual property rights in the Software; (c) there are no implied licenses under this License, and any rights not expressly granted to you hereunder are reserved by JUSTSYSTEMS; and (d) you acquire no ownership or other interest (other than your license rights explicitly stated in this License) in or to the Software. You agree that you will not, at any time, contest anywhere in the world JUSTSYSTEMS' ownership of the Software, nor will you challenge the validity of JUSTSYSTEMS' rights in the Software. You have no rights hereunder to use any trademark or service mark belonging to JUSTSYSTEMS.

2. GRANT OF LICENSE.

2.1 Evaluation Use.
Subject to the terms and conditions of this License, JUSTSYSTEMS grants to you, if you are an individual, or, if you are an entity, one (1) designated person in your organization a personal, nonexclusive, nontransferable and limited license to use the Software for the sole purpose of evaluating the Software, but Commercial Use and third party distribution is expressly prohibited. You further acknowledge the Software consists of pre-commercial or early version software and have limited functionality, contain bugs, errors, and other problems that could cause computer software, hardware, and system failures or loss of data.

2.2 License Restrictions.
Execution of such components requires the Software as a runtime environment, but reproduction of the Software for any individual (even in the same entity you belong) and/or distribution of the Software to any third party is not licensed under, and is prohibited by, this License. If you wish to reproduce and/or distribute the Software as a runtime environment for such components, please mail tecinfo@xfytec.com (*) or access http://www.xfy.com .

3. USE OF THE SAMPLE COMPONENT.

In addition to the license and rights granted in Section 2, subject to the terms and conditions of this License, JUSTSYSTEMS grants you a personal, nonexclusive, nonsublicenseable, nontransferable, royalty-free and limited license to modify the sample component included in the Software, reproduce and distribute such modified sample component on a non-commercial basis, provided that you also agree: (a) not to use JUSTSYSTEMS' name, logo, or trademarks; (b) to grant a license to third parties to use the modified sample component for the sole purpose of evaluation only and not to distribute it on a commercial basis; (c) to include a valid copyright notice both in your and JUSTSYSTEMS' name and/or not to remove JUSTSYSTEMS' copyright notice; (d) not to apply any other software licenses to the modified sample component;(e) to include a hyper-link to xfytec.com on your distribution site; (f) to indemnify, hold harmless, and defend JUSTSYSTEMS from and against any claims or lawsuits, including attorney's fees, that arise or result from the use or distribution of the modified sample component during the term of this License and thereafter; and (g) to otherwise comply with the terms of this License.

4. RESTRICTIONS.

Except as otherwise expressly stated in this License, you may not: (a) modify, adapt, alter, translate, or create derivative works of the Software or merge the Software with other software; (b) lease, rent or loan the Software to any third party; (c) sublicense, distribute or otherwise transfer the Software or any component thereof to any third party; (d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software; (e) remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of JUSTSYSTEMS or its suppliers on the Software; (f) allow third parties to access or use the Software including but not limited to in a time-sharing arrangement or operate the Software as part of a service bureau or, otherwise for the use or benefit of third parties; or (g) reproduce or use the Software. The rights granted under this License apply only to this Software. You must procure a separate license to use other JUSTSYSTEMS software.

5. THIRD PARTY SOFTWARE.

The Software contains the software developed, distributed and/or licensed by third parties. The terms and conditions associated with such software are expressly stated in the Software, and you must use such software under such terms and conditions.

6. FEEDBACK.

JUSTSYSTEMS welcomes your voluntary comments, suggestions and other communications about the Software ("Feedback") from time to time. Feedback includes accounting of bugs, timing, issues, workarounds, and bug fixes, as well as any suggestions for features or enhancements. JUSTSYSTEMS will own all such Feedback and be able to use the Feedback in any manner, and you assign and agree to assign to JUSTSYSTEMS any rights to Feedback you provide to JUSTSYSTEMS.

7. DISCLAIMER OF WARRANTY.

THE SOFTWARE IS PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND. JUSTSYSTEMS AND ITS LICENSORS (FOR THE PURPOSES OF SECTION 7 AND 8, JUSTSYSTEMS AND ITS LICENSORS WILL BE COLLECTIVELY REFERRED TO AS "JUSTSYSTEMS") EXPRESSLY DISCLAIM ALL OTHER WARRANTIES WITH RESPECT TO THE SOFTWARE, WHETHER SUCH WARRANTIES ARE EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, JUSTSYSTEMS MAKES NO WARRANTY OR REPRESENTATION THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED, NOR WITH RESPECT TO THE CORRECTNESS, ACCURACY, OR RELIABILITY OF THE SOFTWARE. YOU FURTHER ACKNOWLEDGE THAT THE SOFTWARE MAY HAVE LIMITED FUNCTIONALITY, CONTAIN BUGS, ERRORS, AND OTHER PROBLEMS THAT COULD CAUSE COMPUTER SOFTWARE, HARDWARE, AND SYSTEM FAILURES OR LOSS OF DATA. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SOFTWARE AND DISTRIBUTION OF THE COMPONENT IS AT YOUR SOLE RISK.

8. LIMITATION OF LIABILITY.

UNDER NO CIRCUMSTANCES WILL JUSTSYSTEMS BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF JUSTSYSTEMS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL JUSTSYSTEMS' TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) EXCEED THE AMOUNT PAID TO JUSTSYSTEMS BY YOU FOR THE SPECIFIC LICENSE TO WHICH THE LIABILITY IS RELATED. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation may not apply to you in its entirety to the extent the laws of such jurisdictions so require.

9. EXPORT REGULATIONS.

You acknowledge and agree that you shall not export, or re-export directly or indirectly, the Software, to any country or person in violation of the laws and regulations of any applicable jurisdiction. This restriction expressly includes, but is not limited to, the export regulations of the United States of America (the "United States"). Specifically, you shall not download or otherwise export or re-export the Software to (i) Cuba, Iran, Libya, Sudan, North Korea, or Syria or any other country where such use is prohibited under United States export regulations, or (ii) anyone who is a national of any of such country or whose name appears on the United States Treasury Department's list of Specially Designated Nationals or the United States Commerce Department's Denied Persons List. You agree to the foregoing and represent and warrant that you are not located in, under the control of, organized under the laws of, or a national or resident of any such country, or on any such list.

10. TERM AND TERMINATION.

10.1 TERMINATION FOR CONVENIENCE.
You may terminate this License for any reason, or for no reason, by destroying all copies of Software. JUSTSYSTEMS may terminate this License for any reason, or for no reason upon notice to you.

10.2 TERMINATION FOR CAUSE.
JUSTSYSTEMS may terminate this License if you breach your obligations hereunder. JUSTSYSTEMS will effect such termination by giving you notice of termination, specifying therein the alleged breach.

10.3 EFFECT OF TERMINATION.
Upon the termination of this License for any reason the following terms shall apply: (a) all rights granted under this License will immediately terminate and you must stop all use of the Software, (b) you must destroy all copies of the Software, and will, within ten (10) days after the effective date of termination, provide JUSTSYSTEMS with written certification that all such copies have been returned or destroyed; and (c) all provisions of this License, with the exception of the licenses granted in Sections 2.1 and 3, will survive the termination of this License for any reason.

11. ASSIGNMENT.

You may not assign any of your rights or delegate any of your obligations under this License, by operation of law or otherwise (including by merger, sale of assets or consolidation). JUSTSYSTEMS may assign some or all of JUSTSYSTEMS' rights and obligations under this License without notice to you and this License shall be binding on such assignees, heirs, and/or successors. Any attempted assignment in violation of this Section 11 will be void.

12. GOVERNING LAW AND JURISDICTION.

12.1
This License is to be construed in accordance with and governed by the internal laws of the State of California (as permitted by Section 1646.5 of the California Civil Code or any similar successor provision) without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of California to the rights and duties of the parties. Each party hereby irrevocably consents to the jurisdiction and venue of the courts of Santa Clara County, California and the United States District Court for the Northern District of California in connection with any claim, action, suit, or proceeding relating to this License. Neither party will commence nor prosecute any claim, action, suit, nor proceeding relating to this License other than in the courts set forth in the preceding sentence, except either party may seek injunctive, equitable or similar relief from any court of competent jurisdiction. The provisions of the United Nations Convention on the International Sales of Goods are hereby disclaimed and excluded.

12.2
Notwithstanding the forgoing, if you obtain this License in Japan, this License will be governed by and construed in accordance with the laws of Japan, except for its conflict of laws principles. In such case, you and JUSTSYSTEMS also agree that the Tokyo Direct Court shall have the exclusive jurisdiction for the first instance over any lawsuit and any other disputes involving you and JUSTSYSTEMS in connection with this License.

13. NOTICE OF CLAIMS.

You agree to provide JUSTSYSTEMS with written notice of any claim that your use of the Software or your use or distribution of the modified sample component infringes or misappropriates any patent, copyright, or other intellectual property rights of a third party within ten (10) days of your first knowledge thereof. JUSTSYSTEMS is under no obligation hereunder to indemnify you or hold you harmless with respect to any actions, proceedings or claims.

14. GOVERNMENT RIGHTS.

If you are an agency or instrumentality of the United States Government, the Software is "commercial computer software" and "commercial computer software documentation", and pursuant to FAR 12.212 or DFARS 227.7202, and their successors, as applicable, use, reproduction and disclosure of the Software are governed by the terms of this License.

15. GENERAL.

If a court of competent jurisdiction finds any provision of this License to be unenforceable, that provision of the License will be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this License will continue in full force and effect. This License is the entire agreement between the parties with respect to the use of the Software and supersedes all prior or contemporaneous agreements regarding its subject matter. Any amendments of or waivers with respect to this License shall be effective only if made in writing and signed by a representative of the respective parties authorized to bind the parties. No failure to exercise, and no delay in exercising, on the part of either party, any privilege, any power or any rights hereunder will operate as a waiver thereof, nor will any single or partial exercise of any right or power hereunder preclude further exercise of any other right hereunder. Each party recognizes that the warranty disclaimers and the liability and remedy limitations in this License are material elements of this License and they should be effective even when such warranty disclaimers and liability and remedy limitations would cause this License to fail of its essential purpose.