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EULA - End User License Agreement

BEARSTAR SOFTWARE PRODUCT LICENSE AGREEMENT

This BearStar Software Product License Agreement (the "Agreement") is made
between you, the end user customer ("Customer"), and BearStar Software,
a Dutch Corporation ("BearStar").

IMPORTANT - BY CLICKING ON THE "YES" OR "ACCEPT" BUTTON, OR
INSTALLING, DOWNLOADING OR USING THE SOFTWARE, OR OPENING THE
PACKAGE, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING
A PARTY TO THIS AGREEMENT AND ARE REPRESENTING THAT YOU ARE
DULY AUTHORIZED TO EXECUTE THIS AGREEMENT ON BEHALF OF YOUR
COMPANY. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS
AGREEMENT, CLICK THE "NO" OR "DO NOT ACCEPT" BUTTON, DO NOT
USE, INSTALL OR DOWNLOAD THE SOFTWARE, OR IF APPLICABLE, DO
NOT OPEN THE PACKAGE, AND, IF APPLICABLE, RETURN THE SOFTWARE
TO BEARSTAR. IF YOU HAVE EXECUTED A WRITTEN MASTER SOFTWARE
LICENSE AGREEMENT WITH BEARSTAR FOR THIS SOFTWARE AND THE
TERMS AND CONDITIONS OF THE MASTER SOFTWARE LICENSE AGREEMENT
CONFLICT WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, THE
APPLICABLE TERMS AND CONDITIONS OF THE MASTER SOFTWARE LICENSE
AGREEMENT SHALL APPLY. THIS LICENSE AGREEMENT CONTROLS AND
SUPERSEDES ANY PURCHASE ORDERS ISSUED BY YOU FOR THIS SOFTWARE.
THIS SOFTWARE IS PROTECTED BY COPYRIGHT LAWS AND INTERNATIONAL
COPYRIGHT TREATIES, AS WELL AS OTHER INTELLECTUAL PROPERTY
LAWS AND TREATIES.

1. Grant of License. During the term of this Agreement, Customer will
have a non-transferable and non-exclusive license (without right to sublicense)
to: (i) use the specified version of the BearStar Software Product(s) in object
code form and associated documentation, if any (collectively, the "Product")
for the specified number of machines or servers and in accordance with the
terms and conditions of this Agreement and (ii) reproduce the Product as
reasonably needed solely for inactive backup or archival purposes.

2. Intellectual Property Protection; Restrictions. The Product and all
intellectual property rights therein, including code, operation, architecture,
implementation, and look and feel, are and shall remain at all times the
exclusive property of BearStar and its licensors. The Product is protected
by international and United States copyright laws and treaty provisions.
Nothing contained in this Agreement shall give or convey to Customer any right,
title or interest in the Product, except to the extent of the license rights
expressly granted by this Agreement. Customer may not modify, translate,
reverse engineer, decompile, disassemble, or create derivative works or
emulators of the Product except to the extent that BearStar is required
to grant such rights under law for the purposes of achieving compatibility
with third-party software or hardware and in such event Customer shall notify
BearStar and BearStar shall have a reasonable opportunity subject to a
reasonable fee for doing so to create a version of the Product which is
compatible with Customer's platform and environment.
However, BearStar shall not be obligated to create such version.
Customer may not use the Product in a service bureau or outsourcing
arrangement. Customer may not delete or alter any copyright,
trademark or other proprietary rights notices of BearStar and its licensors,
if any, appearing on the Product and Customer will reproduce such notices on
all copies made of the Products. Customer may not distribute, sublicense,
rent, lease, sell, transfer or grant any rights for the Products in any
form to any third party without the express written consent of BearStar.
In the event of any breach of this section BearStar has the right to seek
injunctive or other equitable relief.

3. License Fee; Payment. In consideration of the rights granted herein,
Customer will pay BearStar the associated license fees within thirty (30) days
of invoice date in U.S. dollars or other agreed currency to the attention of
accounts payable. If Customer does not pay an invoice(s) when due, BearStar
may charge a late payment fee on the unpaid amounts equal to the lesser
of ten percent (10%) per annum, or the maximum legal rate. Customer will
be responsible for, and will promptly pay, all taxes of whatever nature
(including but not limited to value added, sales and use taxes) and shipping
charges associated with this Agreement or Customer's receipt or use of the
Product, except taxes based on BearStar's net income. Such taxes shall not
be considered a part of, a deduction from or an offset against license fees.
At BearStar's option, once per calendar year, an independent certified public
accountant selected by BearStar and reasonably acceptable to Customer may,
at BearStar's expense, and upon reasonable notice and during normal business
hours, and subject to a confidentiality agreement, audit the appropriate
records of Customer to verify that Customer's use of the Product is in
compliance with the terms of this Agreement and the associated license fees.
If the associated license fees pursuant to the audit are different than those
paid, Customer will be invoiced or credited for the difference, as applicable.

4. Termination. This Agreement is effective until terminated pursuant
to this Agreement. Either party may terminate this Agreement at any time on
written notice to the other in the event of a material breach by the other
party (which includes failure to pay license fees) and a failure to cure such
default within a period of thirty (30) days following receipt of written
notice specifying that a default has occurred. Upon (i) the institution
of any proceedings by or against Customer seeking relief, reorganization
or arrangement under laws relating to bankruptcy, insolvency, receivership
or liquidation which proceedings are not dismissed within sixty (60) days;
(ii) the assignment for the benefit of creditors, or the appointment of a
receiver, liquidator or trustee, of any of Customer's property or assets; or
(iii) the liquidation, dissolution or winding up of Customer's business; then
and in any such events this Agreement may immediately be terminated by BearStar
upon written notice. Upon termination, all licenses granted hereunder shall
terminate and the Customer agrees to cease using the Product, purge from its
electronic memory devices all copies of the Product and return to BearStar,
promptly, the Product and all related documentation. Termination shall
not relieve Customer from paying all fees accrued prior to termination.
The provisions entitled Intellectual Property Protection, Confidentiality,
Disclaimer of Warranties, Limitation of Liability and General Provisions
shall continue in force even after termination of this Agreement.

5. Confidentiality. For purposes of this Agreement, "Confidential
Information" shall mean any confidential, trade secret or other proprietary
information, including the Product and software code, disclosed by one
party to the other under this Agreement, except for information that:
(i) was previously known by the receiving party free of any obligation to
keep its confidence; (ii) is now or subsequently becomes generally known to
the public through acts not attributable to the receiving party; or (iii)
the receiving party rightfully obtains from a third party who has the right
to transfer or disclose it. Confidential Information (A) shall be used by
the parties only for the purposes set forth in this Agreement; (B) shall
not be reproduced or copied, in whole or in part, except as necessary for
use as authorized herein; (C) shall be distributed only to those employees
of receiving party with a "need-to- know" in order to exercise rights
and to perform tasks or services called for under this Agreement; and (D)
shall be treated in confidence by the receiving party, and not disclosed to
any third party without the prior written consent of the disclosing party.
The terms of this Agreement are deemed Confidential Information and may not
be disclosed without the prior written consent of the other party, except
(i) either party may disclose such terms to the extent required by law,
rules and regulations or as necessary to enforce this Agreement; (ii) either
party may disclose the existence of this Agreement; (iii) either party may
disclose the terms of this Agreement to such party's auditors, attorneys,
bankers or investment bankers as necessary for their rendition of services
to a party; and (iv) BearStar shall have the right to disclose that Customer
is a customer of BearStar and the Product, including in BearStar's marketing
materials and Web site. This section shall survive termination of this
Agreement. In the event of any breach of this section the non-breaching
party has the right to seek injunctive or other equitable relief.

6. Maintenance and Support; Updates. Maintenance and support or updates
may be purchased separately by Customer from BearStar in accordance with the
BearStar maintenance and support plan and associated fees paid by Customer.

7. LIMITED WARRANTY. During the initial thirty (30) day period from the
date the Product is shipped, BearStar warrants that the Product will perform
substantially in accordance with the applicable accompanying published Product
documentation. Customer's sole remedy for breach of the foregoing limited
warranty shall be to have the deficiencies remedied or the Product replaced
or to receive a refund of the pro rata amount of the fees allocable to the
use of the Product, at BearStar's option. The limited warranty hereunder is
void if failure of the Product has resulted from the misapplication, abuse
or unauthorized modification of the Product. Any replacement Product will
be warranted for the remainder of the original warranty period.

8. DISCLAIMER OF WARRANTIES. EXCEPT FOR THE LIMITED
WARRANTY SET FORTH HEREIN, THE PRODUCT IS PROVIDED "AS IS"
WITHOUT ANY WARRANTY WHATSOEVER. BEARSTAR AND ITS
LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED OR
STATUTORY, AS TO ANY MATTER WHATSOEVER, INCLUDING,
WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
NON-INFRINGEMENT OF THIRD PARTY RIGHTS. WITHOUT LIMITING
THE FOREGOING, BEARSTAR AND ITS LICENSORS DO NOT WARRANT
THAT THE PRODUCT WILL MEET CUSTOMER'S REQUIREMENTS,
THAT OPERATION OF THE PRODUCT WILL BE UNINTERRUPTED OR
ERROR FREE OR THAT ERRORS IN THE PRODUCT WILL BE
CORRECTED. IF IMPLIED WARRANTIES MAY NOT BE DISCLAIMED
UNDER APPLICABLE LAW, THEN ANY IMPLIED WARRANTIES ARE
LIMITED IN DURATION TO THE ABOVE WARRANTY PERIOD. NO
BEARSTAR DEALER, AGENT OR EMPLOYEE IS AUTHORIZED TO MAKE
ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS
WARRANTY.

9. Indemnity. BearStar at its own expense shall (i) defend, or at its
option settle, any claim or suit against Customer on the basis of infringement
of any UK patent, copyright, trademark, or trade secret by the Product in any
country that has a bilateral trade agreement on intellectual property rights
with the U.K. and (ii) pay any final judgement entered against Customer on
such issue or any settlement thereof; provided (a) BearStar has the right
to control and direct the defence and/or settlement, (b) Customer notifies
BearStar promptly in writing of each such claim or suit and gives BearStar all
information known to Customer relating thereto, and (c) Customer cooperates
with BearStar in the settlement and/or defence. If all or any part of the
Product is, or in the opinion of BearStar may become, the subject of any claim
or suit for infringement of such intellectual property rights, BearStar may,
and in the event of any adjudication that the Product or any part thereof
does infringe or if the use of the Product or any part thereof is enjoined,
BearStar shall, at its expense, have the option to: (i) obtain the right to
continue use of the Product; (ii) replace or modify the Product so that it
is no longer infringing and has substantially equivalent functionality; or
(iii) if none of the foregoing remedies is commercially feasible, refund
the license fees paid by Customer hereunder, if any, less depreciation for
use assuming straight line depreciation over a five (5)-year useful life and
terminate this Agreement. Notwithstanding the foregoing, BearStar shall have
no liability under this section if the alleged infringement arises from (i)
the use of other than the current unmodified release of the Product, (ii)
use of the Product in a manner other than that specified in this Agreement,
or (iii) modification of the Product or combination of the Product with other
equipment or software not provided by BearStar, in each case if such action
would have been avoided but for such use or combination. Notwithstanding
anything to the contrary in this Agreement, the foregoing states BearStar's
entire liability and Customer's exclusive remedy for proprietary rights
infringement relating to the Product.

10. LIMITATION OF LIABILITY. EXCEPT FOR A BREACH OF
SECTION 5 (CONFIDENTIALITY), NEITHER BEARSTAR NOR ITS
LICENSORS SHALL BE LIABLE TO CUSTOMER OR TO ANY THIRD
PARTY FOR CONSEQUENTIAL, INDIRECT OR INCIDENTAL, SPECIAL
OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION,
DAMAGES FOR LOST DATA, RE-RUN TIME, INACCURATE INPUT, USE
OF DIGITAL CERTIFICATES OR DIGITAL SIGNATURES, WORK DELAYS,
INABILITY TO ACCESS THE INTERNET, TELECOMMUNICATIONS
FAILURES, HACKERS, BUSINESS INTERRUPTIONS OR LOST PROFITS,
EVEN IF CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES, ARISING OUT OF THIS AGREEMENT OR USE OF THE
PRODUCT OR SERVICES PROVIDED BY BEARSTAR. EXCEPT FOR A
BREACH OF SECTION 5 (CONFIDENTIALITY), UNDER NO
CIRCUMSTANCES SHALL BEARSTAR'S LIABILITY TO CUSTOMER OR TO
ANY THIRD PARTY ARISING OUT OF OR RELATED TO THIS
AGREEMENT OR THE PRODUCT OR SERVICES, EXCEED THE AMOUNT
PAID BY CUSTOMER HEREUNDER, REGARDLESS IF ANY ACTION OR
CLAIM IS BASED ON CONTRACT, WARRANTY, INDEMNITY,
NEGLIGENCE, STRICT LIABILITY OR OTHER TORT OR OTHERWISE.

Customer acknowledges that no computer system or software can be made
completely secure, and that the use of the Product does not guarantee
the safety or security of Customer's systems or information. Customer is
responsible for implementing and monitoring appropriate security procedures
and for making appropriate back-up copies of all data.

11. Export Compliance and Foreign Reshipment Liability.
THE PRODUCT IS SUBJECT TO EXPORT, REEXPORT AND IMPORT
RESTRICTIONS. CUSTOMER SHALL NOT EXPORT, REEXPORT, OR IMPORT,
DIRECTLY OR INDIRECTLY, THE PRODUCT OR INFORMATION PERTAINING
THERETO TO ANY COUNTRY TO WHICH SUCH EXPORT, REEXPORT OR IMPORT
IS RESTRICTED OR PROHIBITED BY THE GOVERNMENT OF THE UNITED
STATES OF AMERICA OR THE LOCAL LAWS OF CUSTOMER'S JURISDICTION,
OR AS TO WHICH SUCH GOVERNMENT OR ANY AGENCY THEREOF REQUIRES
AN EXPORT OR IMPORT LICENSE OR OTHER GOVERNMENTAL APPROVAL AT
THE TIME OF EXPORT, REEXPORT OR IMPORT WITHOUT FIRST OBTAINING
SUCH LICENSE OR APPROVAL.

12. U.S. Government End Users. For any Products acquired directly or
indirectly on behalf of a unit or agency of the United States Government,
this provision applies. For civilian agencies: the Products were developed
at private expense; are existing computer software and no part of them
were developed with government funds; are a trade secret of BearStar for all
purposes of the Freedom of Information Act; are commercial items and thus,
pursuant to Section 12.212 of the Federal Acquisition Regulations (FAR),
the Government's use, duplication or disclosure of the Products is subject
to the restrictions set forth in this Agreement and is incorporated into the
contract or purchase order between BearStar and the U.S. government agency;
in all respects are proprietary data of BearStar; and are unpublished and all
rights are reserved under the copyright laws of the United States. For units
of the Department of Defense ("DoD"): The Products are commercial computer
software (and commercial computer software documentation), and pursuant to
DoD FAR Supplement Section 227.7202, use duplication or disclosure of the
Products is subject to the restrictions set forth in this Agreement and is
incorporated into the contract or purchase order between BearStar and the
U.S. Government agency.

13. General Provisions. This Agreement shall be governed by and
construed in accordance with the laws of the Netherlands, irrespective
of its choice of law principles. The parties agree that the United Nations
Convention on Contracts for the International Sale of Goods shall not apply
to this Agreement. Except as otherwise provided herein, this Agreement shall
be binding upon, and inure to the benefit of, the successors, executors,
heirs, representatives, administrators and assigns of the parties hereto.
Notwithstanding the foregoing, Customer shall not have the right to assign this
Agreement, by operation of law or otherwise, without BearStar's prior written
consent, not to be unreasonably withheld. Any such purported assignment
of this Agreement without obtaining written consent shall be void and of
no effect. If any provision of this Agreement shall be found invalid or
unenforceable, the remainder of this Agreement shall be interpreted so as
best to reasonably effect the intent of the parties hereto. The failure of
a party, at any time or from time to time, to require performance of any
obligations of the other party hereunder shall not be deemed a waiver and
shall not affect its right to enforce any provision of this Agreement at a
subsequent time. Any purchase orders or similar documents relating to the
Product issued by Customer or otherwise will have no effect on the terms of
this Agreement. This Agreement constitutes the entire understanding and
agreement of the parties hereto with respect to the subject matter hereof
and supersedes all prior and contemporaneous agreements, understandings,
or purchase orders between the parties. Any term or provision of this
Agreement may be amended, and the observance of any term of this Agreement
may be waived, only by writing signed by the parties to be bound thereby.
Except as otherwise provided for in this Agreement, any notice, demand,
or request with respect to this Agreement shall be in writing and shall be
effective on the date received (unless the notice specifies a later date)
only if it is sent by a courier service that confirms delivery in writing,
or if sent by certified or registered mail, postage prepaid, return receipt
requested, addressed to the respective address of the party, attention to
Legal Department. Any party may change its address for such communications
by giving notice thereof to the other party in conformity with this Section.
In any action to enforce or interpret any part of this Agreement, the
prevailing party shall be entitled to recover, as an element of the costs of
the suit and not as damages, reasonable attorneys' fees to be fixed by the
court (including without limitation, costs, expenses and fees on any appeal).

Snipweg 33,
7331 LS Apeldoorn, The Netherlands.