IMPORTANT NOTICE: READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE PROCEEDING TO USE THE ENCLOSED COMPUTER SOFTWARE AND THE RELATED USER DOCUMENTATION (THE "PRODUCT"). THE PRODUCT IS COPYRIGHTED AND ITS USE IS LICENSED (NOT SOLD). BY USING THE PRODUCT, YOU ARE ACCEPTING AND AGREEING TO THE TERMS OF THIS LICENSE AGREEMENT. IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, YOU SHOULD NOT USE THE PRODUCT. THIS LICENSE AGREEMENT REPRESENTS THE ENTIRE AGREEMENT CONCERNING THE PRODUCT BETWEEN YOU AND CINCOM SYSTEMS, INC. (REFERRED TO HEREIN AS "LICENSOR"), AND THIS AGREEMENT SUPERSEDES ANY PRIOR PROPOSALS, REPRESENTATIONS, OR UNDERSTANDING BETWEEN THE PARTIES.

1. License Grant. Licensor hereby grants to you, and you do hereby accept, a nonexclusive and nontransferable license to use the Product only as is authorized in this License Agreement. The Product may be used only on a single computer at a time, which computer is owned, leased, or otherwise under your control. You shall not assign, sublicense, transfer, pledge, distribute, disclose, display, lease, rent, allow access to or share your rights under this License Agreement with any other party. You shall not transfer your rights under this License Agreement to a successor party through merger or consolidation. You shall not reverse assemble or otherwise translate the Product.

You may make one copy of the Product for the purpose of backup in the event the Product is damaged or destroyed. Any such copies of the Product must include Licensor's copyright and other proprietary notices. Except as authorized under this paragraph, no copies of the Product or any portions thereof may be made by you or any other person under your authority or control.

U.S. Government Restricted Rights: Licensor provides the Products with RESTRICTED RIGHTS. Use, duplication, or disclosure by the U.S. Government or any agency or instrumentality thereof is subject to restrictions set forth in subparagraphs (c) (1) and (2) of the Commercial Computer Software - Restricted Rights clause at 48 C.F.R. 52.227-19, or any successor provision, as applicable. The Contractor/Manufacturer is Cincom Systems, Inc., 55 Merchant Street, Cincinnati, Ohio 45246.

2. Licensor's Rights. You acknowledge and agree that the Product is a proprietary product of Licensor protected under U.S. copyright law and international treaty provisions. You further acknowledge and agree that all right, title, and interest in and to the Product, including associated intellectual property rights, are and shall remain with Licensor. This License Agreement does not convey to you an interest in or to the Product, but only a limited right of use revocable in accordance with the terms of this License Agreement.
3. Rental Fees. This license is granted to you on a non-commercial basis. Therefore, no Rental Charges are involved, unless you breach the terms and conditions of Section 1 herein. Upon any such breach and the request of Licensor, you shall pay Licensor the applicable rental charges for the Products for your nonconforming use.
4. Term. This License Agreement is effective upon delivery of the Product to you and will remain in effect until terminated. You may terminate this License Agreement at any time by giving 30 days prior written notice to Licensor. You shall not be entitled to a refund or credit for any amounts which may become due prior to the date of termination. Licensor may terminate this License Agreement upon your breach of any term hereof. Upon termination by Licensor, you agree to discontinue usage and return or destroy all copies and portions of the Product.
5. Limited Warranty. THE PRODUCT IS LICENSED "AS IS," AND LICENSOR DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
6. Limitation of Liability. Licensor's cumulative liability to you or any other party for any loss or damages resulting from any claims, demands, or actions arising out of or relating to this Agreement will not exceed the total amount paid by you to Licensor in the twelve months immediately preceding such claim, in license charges for the use of any Product that causes damages. In no event shall Licensor be liable for any indirect, incidental, consequential, special, or exemplary damages or lost profits, even if Licensor has been advised of the possibility of such damages. SOME DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
7. Trademark. The trademark listed on the Product is a trademark of Licensor. No right, license, or interest to such trademark is granted hereunder, and you agree that no such right, license, or interest shall be asserted by you with respect to such trademark.
8. Governing Law. This License Agreement shall be construed and governed in accordance with the laws of the State of Ohio.
9. Costs of Litigation. If any action is brought by either party to this License Agreement against the other party regarding the subject matter hereof, the prevailing party shall be entitled to recover, in addition to any other relief granted, reasonable attorney fees and expenses of litigation.
10. Severability. Should any term of this License Agreement be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof.
11. No Waiver. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of such or any other such rights or any subsequent actions in the event of future breaches.

If you have any questions about this License Agreement, or if you have any questions or comments about the Product, please contact your local Cincom sales office.

TERMS AND CONDITIONS
SPECIFIC TO EDUCATIONAL INSTITUTIONS
AND RESEARCH CENTERS


THE TERMS AND CONDITIONS STATED BELOW SHALL BE CONSIDERED INCORPORATED AND MADE PART OF THE PRIOR TERMS AND CONDITIONS. THOSE STATED HEREAFTER MODIFY THE TERMS AND CONDITIONS SET FORTH ABOVE IN PART AND ONLY APPLY TO PRODUCTS LICENSED BY EDUCATIONAL INSTITUTIONS AND RESEARCH CENTERS. IF THERE IS ANY INCONSISTENCY BETWEEN THE TERMS AND CONDITONS SET FORTH ABOVE AND THOSE SET FORTH BELOW, THE TERMS AND CONDITIONS BELOW SHALL CONTROL.

12. Both parties agree to modify the above paragraph 1 to read as follows:

Customer shall have the right to use the Products solely for its own internal education or research programs in conjunction with Customer's computer science curriculum or research programs.

Customer is authorized to copy or distribute the Products for use by its students or research teams only in the context of educational courses or research programs.

13. Customer, its students or research teams shall, in no way, use the Products for any internal or external commercial, business, or operational activities. Customer is fully responsible for any illegal use of Products by it, its students or research teams and accepts this nondisclosure clause for it, its students and/or research teams.
14. If Customer requests or requires on-site Support Services, Customer shall pay Cincom's then current on-site Support Services Charge.
15. Customer may have access to Cincom's on-line support for the Products for up to three named users indicated when registering on Cincom's web site.
16. Cincom may use Customer's name in any of its marketing or promotional materials.