IMPORTANT: PLEASE READ THIS LICENSE AGREEMENT BEFORE OPENING THE AUTHORIZATION CERTIFICATE ENVELOPE. OPENING THIS ENVELOPE INDICATES YOUR ACCEPTANCE OF THIS AGREEMENT, THAT YOU UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THE TERMS OF THIS LICENSE AGREEMENT, YOU HAVE FIFTEEN (15) DAYS FROM THE DATE OF PURCHASE TO RETURN THE SOFTWARE (WITH THE ENVELOPE SEAL UNOPENED), ALONG WITH YOUR RECEIPT AND YOUR MONEY WILL BE REFUNDED LESS A 10% RESTOCKING FEE.

DEFINITIONS:

The following definitions apply to this Agreement:

"Licensor" is Cobalt Blue, Inc., a Georgia Corporation, 11585 Jones Bridge Rd, Suite 420-306, Alpharetta, Georgia 30022, USA, the owner of the Software, in all forms and all copies thereof, including, without limitation, any and all world-wide copyrights, patents, trade secrets, trademarks and other proprietary and confidential information rights of any kind.

"Software" means the full system, sample and utility programs contained and enclosed in the media package, together with any updates subsequently supplied by Licensor.

"Documentation" means all of the printed materials provided with the media package or later supplied by Licensor for use with the Software.

"License" means this License Agreement.

"Licensee" means the individual or business entity that has purchased this package and a license to use the Software under the terms contained in this license. "Licensee" includes those persons in Licensee's immediate organization, such as business associates, partners and employees, who are authorized to use the Software on the Computer pursuant to this Agreement.

"Computer" is the single microcomputer system, using a single processor or a co-processor, on which Licensee is licensed to use this Software. Use on mainframes, minicomputers, multiple CPU systems by multiple users is prohibited under this license.

LICENSE:

Licensor grants Licensee a nonexclusive right to install and use up to five (5) copies of the Software on up to five (5) Computers (which may be connected), all of which are located inside the external walls of a single building structure (excluding hallways and other access connections between buildings as a part of any such single building structure), with each Computer being operated by a single user at a time who is physically present and using such Computer(s) in accordance with the terms of this License. Use of the Software on any Computer by timeshare scheme or by multiple users is not granted under this License. Licensee may change the Computer on which the Licensee is authorized to use the Software to another computer within Licensee's immediate organization only if the Software is no longer used on the former Computer. A letter on company letterhead stating such change shall be signed and submitted by Licensee to Licensor. Licensee owns only the magnetic or other physical media on which the Software is recorded or fixed. Licensor retains ownership of the Software recorded on the original media and all subsequent copies of the Software, regardless of the form or media in or on which the original and subsequent copies may exist. This License is not a sale of the Licensee's copy or of any other subsequent copy.

In the event Licensee violates any of the provisions of this License, Licensor may immediately terminate this License and Licensee agrees to either destroy or return the original and all existing copies of the Software and Documentation to Licensor after receiving notice of Licensor's termination of this License. Licensee agrees to comply with the terms and conditions of this License and agrees to take all necessary steps to protect Licensee's software from theft or use contrary to the terms of this License.

Licensee agrees NOT to: create derivative works from the Software or disassemble, decompile, decrypt or otherwise reverse engineer the Software or use or attempt to obtain any techniques, algorithms, processes, trade secrets, or proprietary information contained in the Software. Unless earlier terminated by Licensor in accordance with this Agreement, this License shall be deemed effective from the date Licensee receives the Software and shall be valid only so long as Licensee uses or possesses the Software.



POSSESSION AND COPYING:

Licensee agrees that the Software will only be displayed on, or read into, or used on, the licensed Computer and will NOT be displayed on, or read into or used in any remote site location. Licensee agrees to make no more than three (3) copies of the Software for backup purposes only and to keep the original and backup copies in the possession or direct control of Licensee. Licensee agrees to place a label on the outside of each backup copy showing the program name and Licensor's copyright and trademark notices, in the same form as they appear on the original copy. The transfer of a copy to one hard disk shall count as one backup copy. Licensee shall not make copies of the Documentation.

TRANSFER OR REPRODUCTION:

Licensee SHALL NOT rent, lease, transfer, network, reproduce, display, or otherwise distribute the Software except as specifically provided in this License.

Licensee SHALL BE PERMITTED TO: Distribute the resulting Source Code and/or reports of its computer software programs processed or generated by application and use of the Software.

Except as specifically provided in the preceding paragraph, Licensee shall not transfer any copy of the Software to another person or entity outside Licensee's immediate organization, on either a permanent or a temporary basis. Licensee understands that unauthorized reproduction of copies of the Software or unauthorized transfer of any copy of the Software may constitute a criminal offense and subject Licensee to suit for damages, injunctive relief, and attorneys' fees.

LIMITED WARRANTY AND DISCLAIMER OF LIABILITY:

Licensor has no control over the conditions under which Licensee uses the Software and does not and cannot warrant the performance or results that may be obtained by its use. The entire risk as to the suitability and performance of the program is with the Licensee. However, if Licensee is unable to obtain a readable and executable copy of the Software from Licensor within thirty (30) days following purchase, then Licensee may return the Software and Documentation, accompanied by a copy of the receipt, to Licensor for a full refund of the purchase price. This refund is the sole and exclusive remedy for breach of any warranties by Licensor.

THERE ARE NO OTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THIS SOFTWARE EVEN IF COBALT BLUE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY.

GENERAL:

This License shall be governed by, and construed in accordance with, the laws of the State of Georgia. The delay or failure of either party to enforce any of the provisions of this license shall not be construed to be a waiver of any right of that party. The termination of this License shall not affect the provisions of this License, which by their terms and meaning are of a continuing nature. This License represents the entire understanding and agreement between Licensor and Licensee regarding the Software and Documentation, and merges any and all prior oral or written communications, advertising, discussions, proposals, purchase orders, agreements and representations between them. This License may only be modified by a written agreement signed by both parties. If any provision of this License shall be held to be illegal, void, or unenforceable, the remaining provisions shall remain in full force and effect. The paragraph headings in this License are for convenience only, form no part of this Agreement, and do not affect its interpretation. This License includes two hours' free technical support per user, to be used within 60 days of purchase date. Any additional support and upgrades will be explicitly stated on the invoice.

U.S. GOVERNMENT RESTRICTED RIGHTS:

The SOFTWARE and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of The Rights in Technical Data and Computer Software clause at DFARS 252.227-7012 or subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights as 48 CFR 52.227-19, which is incorporated and made a part of this Agreement, by reference.