Prevalent Software License Agreement

PLEASE READ THIS SOFTWARE LICENSE AGREEMENT ("AGREEMENT") CAREFULLY BEFORE USING THE SOFTWARE. BY USING THE SOFTWARE, YOU ("LICENSEE") ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, AND YOU ARE THE ORIGINAL PURCHASER OF THE SOFTWARE, PROMPTLY RETURN THE SOFTWARE (INCLUDING PRINTED MATERIALS) TO THE PLACE WHERE YOU PURCHASED IT FOR A FULL REFUND.

GRANT OF LICENSE The software ("Software") and user manuals (collectively, the "Product") accompanying this Agreement are owned by Prevalent Software, Inc. ("Prevalent"). Subject to the terms and conditions of this Agreement, Prevalent grants Licensee a limited, non-transferable, non-sublicensable, non-exclusive right to use the supplied copy of the Product on a single computer in accordance with the applicable user documentation, or on multiple computers as enabled through the use of a Prevalent authorized license key. Licensee may not use a license key with the Product other than one created by Prevalent, or its authorized representative, specifically for use by Licensee. Licensee may make one (1) copy of the Software in object code form for back-up purposes only. This Agreement does not grant any ownership or other rights to the Product. Prevalent reserves all rights not expressly and unambiguously granted to you.

RESTRICTIONS Licensee shall not (and shall not allow any third party to) (i) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code, or underlying ideas or algorithms of the Product, (ii) provide, lease, lend, use for timesharing or service bureau purposes or otherwise use or allow others to use the Product to or for the benefit of third parties, (iii) except as specified in the applicable user documentation, modify, incorporate into or with other software or create a derivative work of any part of the Product, or (iv) disseminate performance information or analysis from any source relating to the Product.

TERM This Agreement will become effective on the date you first use the Software and will remain in force until terminated. You may terminate this Agreement at any time by destroying the Product together with all copies. This Agreement shall also automatically terminate if you breach any of the terms or conditions herein. You agree to destroy the original and all adaptations or copies of the Product, or to return them to Prevalent upon termination of this Agreement.

LIMITED WARRANTYExcept as provided in this limited warranty, Prevalent warrants for a period of ninety (90) days from the date of commencement of this Agreement (the "Warranty Period"):

(i) that, if the Software fails to conform substantially to the specifications in the documentation accompanying the Software and if the nonconformity is reported in writing by you to Prevalent within the Warranty Period, Prevalent, at its option, will either remedy the nonconformity or refund any license fees paid by you upon return of all copies of the Product to Prevalent. (ii) that the media on which the Software is recorded is free of physical defects. Your sole remedy for defective media is replacement of the Software media.

THE WARRANTIES STATED HEREIN ARE THE SOLE AND EXCLUSIVE WARRANTIES EXPRESSED OR IMPLIED GIVEN BY PREVALENT. EXCEPT FOR THE FOREGOING, THE PRODUCT IS PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. FURTHER, Prevalent DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE PRODUCT IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. LICENSEE ACKNOWLEDGES AND AGREES THAT PREVALENT IS NOT RESPONSIBLE FOR AND WILL HAVE NO LIABILITY FOR HARDWARE, SOFTWARE, OR OTHER ITEMS OR ANY SERVICES PROVIDED BY ANY PERSONS OTHER THAN PREVALENT. PREVALENT DOES NOT WARRANT THAT THE PRODUCT IS ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION.

LIMITATION OF LIABILITY IN NO EVENT WILL PREVALENT OR ITS AFFILIATES, SUPPLIERS, AND LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, ECONOMIC, COVER, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, USER DOCUMENTATION, OR RELATED TECHNICAL SUPPORT, INCLUDING, WITHOUT LIMITATION, DAMAGES OR COSTS RELATING TO THE LOSS OF PROFITS, BUSINESS, GOODWILL, DATA, OR COMPUTER PROGRAMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL PREVALENT'S AND ITS AFFILIATES', SUPPLIERS', AND LICENSORS' LIABILITY EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

EXPORT ASSURANCES Licensee may not download or otherwise export or re-export the Product or any underlying information or technology except in full compliance with all United States and other applicable laws and regulations, including without limitation, the United States Export Administration Act, the Trading with the Enemy Act, the International Emergency Economic Powers Act and any regulations therewith. Any transfer of technical data outside the United States by any means, including the Internet, is an export which is subject to export control requirements under US law. The Product may not be downloaded or otherwise exported or re-exported (i) into (or to a national or resident, wherever located, of) Cuba, Libya, North Korea, Iran, Iraq, Angola, Syria or any other country to which the US prohibits exports of goods or technical data; or (ii) to anyone on the US Treasury Department?s Specially Designated Nationals List or the Table of Denial Orders issued by the Department of Commerce.

MISCELLANEOUS A party's failure to exercise, or delay in exercising any rights hereunder will not be deemed to be a waiver of such right. If any provision of this Agreement shall be held by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement shall be construed pursuant to the laws of the State of Colorado and the United States without regard to conflicts of laws provisions thereof. NO VENDOR, DISTRIBUTOR, DEALER, RETAILER, SALES PERSON OR OTHER PERSON IS AUTHORIZED TO MODIFY THIS AGREEMENT OR TO MAKE ANY WARRANTY, REPRESENTATION OR PROMISE WHICH IS DIFFERENT THAN, OR IN ADDITION TO, THE REPRESENTATIONS OR PROMISES OF THIS LICENSE. No amendment to or modification of this Agreement will be binding unless in writing and signed by a duly authorized officer of Prevalent. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement.

U.S. GOVERNMENT LICENSES The Product and the Documentation are provided with restricted and limited rights for purposes of government contracting and subcontracting. Use, duplication or disclosure by the Government is subject to restrictions as set forth in Subparagraph 252.227-7013(c)(1)(ii) (Rights in Technical Data and Computer Software) of the Department of Defense Federal Acquisition Regulations Supplement or Subparagraphs 52.227-1 9(c)(1) and (c)(2) Commercial Computer Software - Restricted Rights) of Title 48 of the Code of Federal Regulations, as applicable. Contractor/manufacturer is Prevalent Software, Inc., 5585 Erindale Drive, Suite 101 Colorado Springs, Colorado, 80918, (719) 268-1890.