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Systech Corporation (“SYSTECH”) Software License Agreement

PLEASE READ THIS SOFTWARE LICENSE AGREEMENT ("AGREEMENT") CAREFULLY BEFORE INSTALLING THIS SOFTWARE. BEFORE INSTALLING THIS SOFTWARE, YOU MUST READ AND ACCEPT THE TERMS OF THIS AGREEMENT BY PRESSING THE "ACCEPT" ICON AT THE END OF THIS AGREEMENT. BY CLICKING THE "ACCEPT" ICON BELOW, OR BY INSTALLING THIS SOFTWARE, YOU AGREE TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT CLICK THE "I ACCEPT" ICON BELOW, DO NOT INSTALL THIS SOFTWARE AND EXIT NOW. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, AND DO NOT INSTALL OR USE THE SOFTWARE, YOU ARE ENTITLED TO A FULL REFUND FOR ANY AMOUNTS PAID FOR THE SOFTWARE.

GRANT OF LICENSE. This Agreement grants you a personal, non-exclusive license ("License") to use the specified version of Systech software in machine-readable, object code form only ("SOFTWARE") on any computer.

COPYRIGHT. The SOFTWARE is licensed, not sold. The SOFTWARE is owned by SYSTECH or its suppliers and is protected by United States copyright laws and international treaty provisions. Therefore, you must treat the SOFTWARE like any other copyrighted material (e.g., a book or musical recording). You may not copy the SOFTWARE or the written materials accompanying the SOFTWARE.

OTHER RESTRICTIONS. You may not reverse engineer, decompile, disassemble, or otherwise derive Source Code from the SOFTWARE. You may not sublicense or transfer your rights under this Agreement or under the License granted to you pursuant to this Agreement.

TERMINATION. This License is effective until terminated. This License will terminate immediately without notice from SYSTECH or judicial resolution if you fail to comply with any provision of this License. Upon such termination, you must destroy the SOFTWARE and all accompanying written materials and all copies thereof; provided that, notwithstanding such termination the paragraphs denoted LIMITED WARRANTY, LIMITATION OF REMEDIES AND DAMAGES and GENERAL will survive any termination.

EXPORT LAW ASSURANCES. You agree that neither the SOFTWARE nor any direct product thereof is being or will be shipped, transferred or exported, directly or indirectly, into any country prohibited by U.S. export control laws and regulations, including, without limitation, the United States Export Administration Act, as amended to date, and the regulations thereunder, or will be used for any purpose prohibited by such Act or U.S. law.

LIMITED WARRANTY. SYSTECH warrants for a period of ninety (90) days from your date of purchase that (i) the media on which the SOFTWARE is recorded will be free from defects in materials and workmanship under normal use. EXCEPT AS PROVIDED HEREIN, THE SOFTWARE IS PROVIDED "AS IS", WITH NO WARRANTIES WHATSOEVER. SYSTECH's entire liability and your sole and exclusive remedy for any breach of the foregoing limited warranty will be, at SYSTECH's option, replacement of the SOFTWARE media or refund of the purchase price. THIS LIMITED WARRANTY IS THE ONLY WARRANTY PROVIDED BY SYSTECH, AND SYSTECH AND ITS LICENSORS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE SOFTWARE AND ACCOMPANYING WRITTEN MATERIALS.

LIMITATION OF REMEDIES AND DAMAGES. IN NO EVENT WILL SYSTECH OR ANY OF ITS SUBSIDIARIES, AFFILIATES OR LICENSORS, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS, REPRESENTATIVES OR EMPLOYEES BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS EARNINGS OR PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND LIKE), WHETHER FORESEEABLE OR UNFORESEEABLE, ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR ACCOMPANYING WRITTEN MATERIALS, REGARDLESS OF THE BASIS OF THE CLAIM AND EVEN IF SYSTECH OR A SYSTECH REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SYSTECH'S MAXIMUM LIABILITY TO YOU FOR DIRECT DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED TO THE GREATER OF $500 OR THE MONEY PAID FOR THE SOFTWARE THAT CAUSED THE DAMAGES.

GENERAL. This Agreement shall be construed under the internal, substantive laws of the State of California (without regard to conflict of law provisions). If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, that provision will be amended and enforced to the maximum extent permissible, or, if incapable of enforcement as so amended, deleted from this Agreement, and the remaining provisions of this Agreement will remain in full force and effect. This Agreement is made and entered into in San Diego County, California (U.S.A.). The parties hereto voluntarily and expressly agree that all disputes, controversies, suits, actions or proceedings under or arising out of this Agreement shall be tried and litigated exclusively in the state or federal courts located in San Diego County, California (U.S.A.), and the parties hereby irrevocably consent to the same and the sole and exclusive venue and jurisdiction thereof. The aforementioned choice of venue is intended by the parties' agreement to be mandatory and not permissive in nature, thereby precluding the possibility of litigation between the parties with respect to or arising out of this Agreement in any jurisdiction other than that specified in this paragraph. Each party hereby waives any right it may have to assert the doctrine of forum non conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this paragraph and stipulates to such courts' possessing the exclusive in personam jurisdiction and venue over each of them for the purpose of litigating any such action, suit, controversy or proceeding arising out of or related to this Agreement exclusively in San Diego County California (U.S.A.).