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END-USER LICENSE AGREEMENT FOR NETWORK DISTRIBUTION OF SYSTEMSOFT CARDWIZARD™ FOR WINDOWS NT™ AND POWERPROFILER FOR WINDOWS NT™ SOFTWARE

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TO DOWNLOAD AND USE CARDWIZARD™ AND POWERPROFILER YOU MUST AGREE TO THE END-USER LICENSE AGREEMENT SET FORTH BELOW.

THIS AGREEMENT IS IMPORTANT - READ IT CAREFULLY; THIS SYSTEMSOFT END-USER LICENSE AGREEMENT IS A LEGAL AGREEMENT BETWEEN YOU AND SYSTEMSOFT CORPORATION AND SUPERSEDES ALL OTHER LICENSE AGREEMENTS RELATING TO SYSTEMSOFT’S CARDWIZARD AND POWERPROFILER SOFTWARE FOR WINDOWS NT.

IF YOU AGREE TO THE TERMS OF THIS END-USER LICENSE AGREEMENT, INDICATE YOUR ACCEPTANCE BY CLICKING ON THE ACCEPT BUTTON. IF YOU DO NOT AGREE TO THE TERMS OF THIS END-USER LICENSE AGREEMENT, PROMPTLY CANCEL THE OPERATION BY CLICKING ON THE CANCEL BUTTON.

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PREAMBLE

1. GRANT OF LICENSE. SystemSoft Corporation ("SystemSoft") grants to you a nonexclusive, non-transferable license to use CardWizard for Windows NT and PowerProfiler for Windows NT (the "SOFTWARE PRODUCTS") on a single Digital Equipment Corporation mobile computer and only on the specific model number family known as Digital HiNote VP with model numbers in the range of 550 to 575, provided you have properly registered with Digital Equipment Corporation the serial number of the machine on which you will run the SOFTWARE PRODUCTS. The SOFTWARE PRODUCTS are protected by copyright laws and international copyright treaties, as well as other intellectual property treaties. The SOFTWARE PRODUCTS are licensed, not sold. Except as explicitly set forth otherwise in this Section 1, this license does not grant you any right to any enhancement or update to the SOFTWARE PRODUCTS.

2. OWNERSHIP/USE RESTRICTIONS. SystemSoft owns all right, title and interest in and to the SOFTWARE PRODUCTS, including, without limitation, all images, photographs, animations, video, audio, music, text, and "applets", incorporated into the SOFTWARE PRODUCTS and all copies thereof, all of which contain valuable trade secrets of SystemSoft. You understand and agree as follows: (i) you may not make or permit others to make any copies of all or any portion of the SOFTWARE PRODUCTS except for complete, archival, or backup copies of the SOFTWARE PRODUCTS as permitted by law; (ii) You may not decompile, modify, incorporate, in whole or in part, any other product or create derivative works based on all or any part of the SOFTWARE PRODUCTS, or permit others to do so, except to the extent expressly permitted by applicable law and to the extent that SystemSoft is not permitted by such applicable law to exclude or limit such rights. Information relating to the SOFTWARE PRODUCTS which is necessary to enable the production of software which is interoperable with the SOFTWARE PRODUCTS (or with other software) is available from SystemSoft on request; (iii) You may not sell, license, sublicense, rent, lease, or otherwise transfer the SOFTWARE PRODUCTS or any portion of the SOFTWARE PRODUCTS without the written permission of SystemSoft; (iv) You may not use the documentation for any purpose other than to support your use of the SOFTWARE PRODUCTS; (v) You may not separate any component part of the SOFTWARE PRODUCTS for use on more than one computer.

3. WARRANTY.

3.1 LIMITED WARRANTY. SystemSoft warrants that the SOFTWARE PRODUCTS will perform substantially in accordance with the accompanying documentation for a period of thirty (30) days from the date of initial use. SystemSoft does not warrant that your use of the SOFTWARE PRODUCTS will be uninterrupted or that operation of the SOFTWARE PRODUCTS will be error-free. The SOFTWARE PRODUCTS are supported by Digital Equipment Corporation. SystemSoft’s and Digital’s entire liability and your exclusive remedy for breach of this warranty shall be to use reasonable commercial efforts to advise you how to use the SOFTWARE PRODUCTS. The foregoing warranty does not apply insofar as (i) you use of a version of the SOFTWARE PRODUCTS that does not include all updates available from SystemSoft during the Update Period or thereafter; or (ii) you use the SOFTWARE PRODUCTS on an operating system other than the system and version specified in the documentation.

Outside the United States, these remedies are not available without proof of purchase from an authorized source.

3.2 DISCLAIMER OF WARRANTIES. YOU UNDERSTAND AND EXPRESSLY AGREE THAT, EXCEPT AS SET FORTH IN SECTION 3.1 HEREOF, SYSTEMSOFT MAKES NO WARRANTIES WHATSOEVER, AND SPECIFICALLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, REGARDLESS OF ANY KNOWLEDGE OF YOUR PARTICULAR NEEDS. NO EMPLOYEE, AGENT, DEALER, OR DISTRIBUTOR IS AUTHORIZED TO MAKE ANY ADDITIONAL WARRANTIES OR MODIFY THE FOREGOING LIMITED WARRANTY. IF IMPLIED WARRANTIES MAY NOT BE DISCLAIMED UNDER APPLICABLE LAW, THEN ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THIRTY DAYS AFTER THE DATE OF YOUR INITIAL USE OF THE SOFTWARE PRODUCTS. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE/JURISDICTION TO STATE JURISDICTION.

4. LIMITATION OF LIABILITY. IN NO EVENT SHALL SYSTEMSOFT OR ITS DISTRIBUTORS, SUPPLIERS, LICENSORS OR RESELLERS, OR THE MANUFACTURERS, SUPPLIERS, OR DISTRIBUTORS OF PRODUCTS WITH WHICH THE SOFTWARE PRODUCTS MAY BE BUNDLED, BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCTS OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF THE CAUSE OF ACTION UNDER WHICH SUCH DAMAGES ARE SOUGHT, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, STRICT LIABILITY, NEGLIGENCE, OR OTHER TORT. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

5. U.S. Government Restricted Rights. The SOFTWARE PRODUCTS is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the United States of America, its agencies and/or instrumentalities is subject to restrictions as set forth in subparagraph (C)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227.7013 or subparagraphs (C)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227.19, as applicable. Manufacturer is SystemSoft Corporation/Two Vision Drive, Natick, MA 01760.

6. EXPORT CONTROLS. You may not export or reexport the SOFTWARE PRODUCTS or any underlying information of technology except in full compliance with all United States and other applicable laws and regulations. In particular, but without limitation, none of the SOFTWARE PRODUCTS or underlying information or technology may be exported or reexported to or for a national or resident of Cuba, Haiti, Iraq, Libya, Yugoslavia, North Korea, Iran, Syria, or any other county to which the United States embargoed goods; or to anyone on the United States Treasury Department’s list of Specially Designated Nationals or the United States Commerce Department’s Table of Deny Order. By using the SOFTWARE PRODUCTS, you are agreeing to the foregoing and you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country or on any such list.

7. TERMINATION. SystemSoft may terminate this END-USER LICENSE AGREEMENT at any time if you are in breach of any of its terms and conditions. Upon termination, you agree to destroy the SOFTWARE PRODUCTS or return all copies of the SOFTWARE PRODUCTS to SystemSoft along with any copies you have made to the address set forth in Section 8 hereof.

8. Miscellaneous. This END-USER LICENSE AGREEMENT and any disputes or matters arising under, in connection with, or relating to this END-USER LICENSE AGREEMENT shall be governed by and construed in accordance with the substantive laws of the Commonwealth of Massachusetts, without regard to its principles regarding conflicts of laws. The state and federal courts in the Commonwealth of Massachusetts shall have exclusive venue and jurisdiction in such courts. The parties hereto exclude the United Nations Convention on Contracts for the International Sale of Goods from this END-USER LICENSE AGREEMENT and any transaction between them that may be implemented in connection with this END-USER LICENSE AGREEMENT.

If any provision of this END-USER LICENSE AGREEMENT is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, and such provision shall not affect the enforceability (i) of such provision under other circumstances, or (ii) the remaining provisions hereof under all circumstances. Headings shall not be considered in interpreting this END-USER LICENSE AGREEMENT. If you have any questions concerning this END-USER LICENSE AGREEMENT, or if you desire to contact SystemSoft for any reason, please contact the SystemSoft subsidiary serving your county or write: SystemSoft Sales Information Center/Two Vision Drive, Natick, MA 01760.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS END-USER LICENSE AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE LICENSE AGREEMENT BETWEEN YOU AND SYSTEMSOFT WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND SYSTEMSOFT RELATING TO THE SUBJECT MATTER OF THIS LICENSE AGREEMENT. THIS AGREEMENT MAY BE AMENDED ONLY BY A WRITING EXECUTED BY BOTH PARTIES.
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