Software License Agreement

THIS SOFTWARE LICENSE AGREEMENT CONSTITUTES AN AGREEMENT BETWEEN YOU AND THOUGHT COMMUNICATIONS, INCORPORATED (TCI). YOU SHOULD READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THE DISK(S) SUPPLIED. USE OF DISKS INDICATES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO BE BOUND BY THE PROVISIONS OF THIS LICENSE AGREEMENT, YOU SHOULD RETURN PROMPTLY THE ENTIRE PRODUCT (INCLUDING ALL RELATED DOCUMENTATION AND DISKS), TO THE PLACE OF PURCHASE.

Terms and Conditions

1. GRANT OF LICENSE. In consideration of the payment of the License Fee, which was a part of the price you paid for this product, TCI (the "Licensor") grants to you (the "Licensee"), a non-exclusive right to use and display this copy of a TCI software program (the "Licensed Software") on a single computer (i.e., with a single CPU) at a single location. If the single computer on which you use the Licensed Software is a multi-user system, the license herein granted covers all users on that single computer system. TCI reserves all rights not expressly granted to Licensee in this License Agreement.
   
2. OWNERSHIP OF SOFTWARE. The license granted herein is not a sale of the original Licensed Software or of any copy of such Software. As Licensee, you own only the magnetic or other physical media on which the Licensed Software is originally or subsequently recorded or fixed. TCI retains title and ownership of the Licensed Software recorded on the original disk(s), as well as ownership of any subsequent copies of the Licensed Software, irrespective of the form of media on or in which the Licensed Software is recorded or fixed.
   
3. USE RESTRICTIONS. As Licensee, you may use the Licensed Software only as expressly authorized in this License Agreement. You may physically transfer the Licensed Software from one computer to another provided that the Licensed Software is used on only one computer at a time. You may not (i) electronically transfer the Licensed Software from one computer to another over a network; (ii) make the Licensed Software available through a time-sharing service, network of computers, or other multiple-user arrangement; (iii) distribute copies of the Licensed Software or related written materials to any third party; or (iv) modify, adapt, translate, reverse engineer, decompile, disassemble, or prepare any derivative work based on the Licensed Software or any element thereof, without the express written consent of TCI.
   
4. COPY RESTRICTIONS. The Licensed Software and accompanying written materials are copyrighted. Unauthorized copying and/or distribution of the Licensed Software and/or the related written materials is expressly forbidden. You may be held legally responsible for any copyright infringement that is caused, directly or indirectly, by your failure to abide by the terms of this License Agreement. Subject to the terms of this License Agreement, and if not otherwise copy protected, you may make one copy of the Licensed Software for backup or archival purposes only. The copyright notice and any other proprietary notices which were included in the original Licensed Software must be reproduced and included on any such backup or archival copy.
   
5. TRANSFER RESTRICTIONS. The license herein granted is personal to you, the Licensee. You may not transfer the Licensed Software to anyone else, nor may you sell, lease, loan, sublicense, assign or otherwise dispose of the Licensed Software without the express written consent of TCI, which consent may be granted or withheld at TCI's sole discretion.
   
6. TERMINATION. The license herein granted hereby will remain in effect until terminated. This license will terminate automatically without further notice from TCI in the event of the violation of any of the provisions hereof. As Licensee, you agree that upon such termination you will destroy promptly any and all copies of the Licensed Software which remain in your possession, and, upon subsequent request, will certify to such destruction in writing to TCI.
   
7. LIMITATION AND DISCLAIMER OF WARRANTIES.

   (A) THE LICENSED SOFTWARE AND RELATED WRITTEN MATERIALS, INCLUDING ANY INSTRUCTIONS FOR USE, ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. THIS DISCLAIMER OF WARRANTY EXPRESSLY INCLUDES, BUT IS NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR OF FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN INFORMATION GIVEN BY TCI, ITS SUPPLIERS, DISTRIBUTORS, DEALERS, EMPLOYEES, OR AGENTS, SHALL CREATE OR OTHERWISE ENLARGE THE SCOPE OF ANY WARRANTY HEREUNDER. LICENSEE ASSUMES THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF SUCH SOFTWARE, SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU , AS LICENSEE (AND NOT TCI, ITS SUPPLIERS, DISTRIBUTORS, DEALERS, OR AGENTS), ASSUME THE ENTIRE COST OF ALL NECESSARY CORRECTION, SERVICING, OR REPAIR.

   (B) TCI warrants the diskette(s) on which the Licensed Software is recorded or fixed to be free from defects in materials and workmanship, under normal use and service, for a period of ninety (90) days from the date of delivery as evidenced by a copy of the applicable receipt. TCI hereby limits the duration of any implied warranties with respect to the diskette(s) to the duration of the express warranty. This limited warranty shall not apply if the diskette(s) have been damaged by unreasonable use, accident, negligence, or by any other causes unrelated to defective materials or workmanship.

   (C) TCI does not warrant that the functions contained in the Licensed Software will be uninterrupted or error free and Licensee is encouraged to test the Licensed Software for Licensee's intended use prior to placing any reliance thereon.

   (D) THE LIMITED WARRANTY SET FORTH ABOVE GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS AND EXCLUSIONS CONCERNING THE LICENSED SOFTWARE AND RELATED WRITTEN MATERIALS SET FORTH ABOVE MAY NOT APPLY TO YOU.

8. LIMITATION OF REMEDIES. TCI's entire liability and Licensee's exclusive remedy shall be the replacement of any diskette not meeting the limited warranty set forth in Subsection 7(B), above, which is returned to TCI with a copy of the applicable receipt within the warranty period. Any replacement diskette(s) will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.
   
9. LIMITATION OF LIABILITY. IN NO EVENT WILL TCI OR ANYONE ELSE INVOLVED WITH THE CREATION, PRODUCTION, AND/OR DELIVERY OF THIS SOFTWARE PRODUCT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT OR OTHER DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY INTERRUPTION OF SERVICES, LOST PROFITS, LOST SAVINGS, LOSS OF DATA, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, ARISING OUT OF THE PURCHASE, USE, INABILITY TO USE, OR OPERATION OF THE SOFTWARE, EVEN IF TCI OR ANY AUTHORIZED TCI DEALER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSEE ACCEPTS SAID DISCLAIMER AS THE BASIS UPON WHICH THE SOFTWARE IS OFFERED AT THE CURRENT PRICE AND ACKNOWLEDGES THAT THE PRICE OF THE SOFTWARE WOULD BE HIGHER IN LIEU OF SAID DISCLAIMER. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATIONS AND EXCLUSION MAY NOT APPLY TO YOU.
   
10. UPDATES. TCI, at its sole discretion, may periodically issue updates of the Licensed Software. Any such updates will be made available to Licensee, provided that Licensee prepays any applicable update fees.
    
11. EXPORT RESTRICTIONS. Licensee agrees not to export or re-export the Licensed Software and accompanying documentation (or any copies thereof) in violation of any applicable U.S. laws or regulations.
    
12. ENTIRE AGREEMENT. YOU, AS LICENSEE, ACKNOWLEDGE THAT: (i) YOU HAVE READ THIS ENTIRE AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS; (ii) THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE UNDERSTANDING BETWEEN THE PARTIES AND SUPERSEDES ANY AND ALL PRIOR ORAL OR WRITTEN COMMUNICATIONS RELATING TO THE SUBJECT MATTER THEREOF; AND (iii) THIS AGREEMENT MAY NOT BE MODIFIED, AMENDED, OR IN ANY WAY ALTERED EXCEPT BY A WRITING SIGNED BY BOTH YOURSELF AND TCI.
    
13. SEVERABILITY. In the event that any provision of this Agreement is held to be illegal or otherwise unenforceable, such provision shall be deemed to have been deleted from this Agreement, while the remaining provisions of this Agreement shall be unaffected and shall continue in full force and effect.
    
14. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California and of the United States of America, excluding that body of law related to choice of laws.

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