LATTIX, INC. LATTIX LICENSE AGREEMENT THIS IS A LEGAL AGREEMENT BETWEEN YOU AND LATTIX, INC. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE AGREEMENT, DO NOT PROCEED TO DOWNLOAD OR INSTALL THIS SOFTWARE. IF YOU HAVE INADVERTENTLY LOADED THE SOFTWARE ON YOUR COMPUTER AND DO NOT AGREE WITH THE TERMS OF THIS LICENSE, PROMPTLY DELETE ALL COPIES OF THE SOFTWARE AND DOCUMENTATION AND INFORM LATTIX, INC., IN WRITING OR BY EMAIL THAT YOU HAVE DONE SO. 1. LICENSE GRANT. Subject to your compliance with the terms and conditions of this Agreement, Lattix, Inc. (Lattix) hereby grants to you a non-exclusive license (the "License") for the versions of Lattix software and all associated materials in the software delivery (the "Licensed Material") for which the corresponding fee has been paid or evaluation period granted, only for your internal use and only on computers owned by you, with the following rights: * if the Licensed Materials are licensed for Node-Locked use (Node-Locked License) then the user named in the license may access and use the software on only one computer. "Node-Locked" means that the software is licensed for use solely with a specific computer; * if the Licensed Materials are licensed for Network use (Floating License) you may not allow more than the maximum number of authorized users to access and use the software concurrently. A Network means any combination of terminals, peripherals or other devices electronically linked and capable of accessing the Licensed Materials. * the making of one copy of the Licensed Material for archival purposes. 2. LICENSE RESTRICTIONS. Except as expressly provided below, you may not: * permit any third party, or anyone other than your employees whose duties require such access or use, to have access to or otherwise use the Licensed Materials. Your authorized consultants and subcontractors may use the Licensed Materials pursuant to these License Terms solely where such use is incidental to their performing services consistent with the License Terms on your behalf, provided that you first require such consultants and subcontractors to agree to observe the same restrictions provided in these License Terms; * use the Licensed Materials on any Network that permits remote access to the Licensed Materials outside of the Network geography designated or expressly agreed to in writing by Lattix. If Lattix has not designated a Network geography, then you may use the Licensed Materials only within the site in which the computer on which the Network license server is located; * transfer, sublicense, or otherwise distribute the Licensed Material to any third party; * rent, lease, or sub-license the Licensed Material, or otherwise provide or make the functionality of the Licensed Material available to third parties; * reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code, create derivative works from the Licensed Material, or use the Licensed Material to create products that competitive with the Licensed Material; * copy any of the documentation accompanying the Licensed Material; No right, title or interest in or to any trademark, service mark, logo or trade name of Lattix or its licensors is granted under this Agreement. Any license provided for evaluation purposes is for non-commercial use only. 3. COPYRIGHT. Lattix retains all right, title and interest in and to the Licensed Material and the documentation, including all copyrights. The Licensed Material and documentation are protected by the copyright laws of the United States of America and international treaty provisions. You must reproduce and include all copyrights and trademark notices on the backup copy. You must maintain an accurate record of the location of the backup copy at all times. 4. LIMITED WARRANTY. Lattix warrants that the media on which the Licensed Material is distributed will be free from defects for a period of 60 days from the date of delivery of the Licensed Material to you. Lattix does NOT warrant that the Licensed Material will meet your requirements or that the operation of the Licensed Material will be uninterrupted or error-free. Your sole remedy in the event of breach of this warranty will be that Lattix will, at its option, replace any defective media returned to Lattix within the warranty period or refund the money you paid for the Licensed Material. LATTIX MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED MATERIAL OR DOCUMENTATION, AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS, WHICH VARY FROM STATE TO STATE. 5. DISCLAIMER OF DAMAGES. UNDER NO CIRCUMSTANCES SHALL LATTIX OR ITS LICENSORS BE LIABLE FOR SPECIAL, INDIRECT, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL AND/OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LEGAL FEES, LOSS OF PROFITS, LOSS OF DATA, OR LOSS RESULTING FROM BUSINESS DISRUPTION, HOWEVER CAUSED REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF LATTIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES WITH OR ARISING OUT OF THE PERFORMANCE OR USE OF ANY PORTION OF THE LICENSED MATERIAL OR DOCUMENTATION. SOME STATES 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. IN NO CASE SHALL LATTIX'S LIABILITY EXCEED THE PURCHASE PRICE FOR THE LICENSED MATERIAL. The disclaimers and limitations set forth above will apply regardless of whether you accept the Licensed Material. 6. US GOVERNMENT RESTRICTED RIGHTS. RESTRICTED RIGHTS LEGEND. 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 252.227-7013 or subparagraphs (C)(1) and (2) of the Commercial Computer Software-Restricted Rights clause at 48 CFR 52.227-19, as applicable, Lattix, Inc., 8 Harper Circle, Andover, MA 01810 7. EXPORT CONTROLS. The Licensed Material and its underlying information and technology cannot be downloaded or otherwise exported or re-exported into (or to a national or resident of) Cuba, Iraq, Sudan, North Korea, Iran, Syria, or any other country to which the United States has embargoed goods; or to anyone on the United States Treasury Department's list of Specially Designated Nationals or the United States Commerce Department's Table of Denial Orders. By downloading or using the Licensed Material, you are agreeing to the foregoing and you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country or on any such list. In addition, you are responsible for complying with any local laws in your jurisdiction which may impact your right to import, export or use the Licensed Material. 8. TERMINATION. This Agreement is effective until terminated. You may terminate this Agreement at any time by destroying all copies of the Licensed Material. This Agreement will terminate immediately without notice from Lattix, Inc if you fail to comply with any provision of this Agreement. Upon Termination, you must destroy all copies of the Licensed Material. 9. MAINTENANCE and SUPPORT. Maintenance and support can be purchased for fixed periods of time, typically in increments of 1 year. For the period that you are covered for maintenance and support, you are entitled to all product releases and updates, technical support via phone and email during regular working hours, ability to change the computer where your software is installed once a year, and any other enhancements and bug fixes that are released by Lattix. 10. OTHER. This Agreement constitutes the entire agreement between you and Lattix, and no representation, condition, understanding or agreement of any kind, oral or written, shall be binding upon the parties unless incorporated herein. This Agreement may not be modified or amended, nor will the rights of either party be deemed waived, except by an agreement in writing signed by you and an authorized representative of Lattix. This Agreement shall be construed and enforced in accordance with the laws of the Commonwealth of Massachusetts. 11. SEVERABILITY. If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the parties, in which case this Agreement will immediately terminate. Should you have concerns or questions concerning this License, the Licensed Material or Documentation, contact Lattix, Inc. at the following address: Lattix Inc. 352 Park St, Suite 203W North Reading, MA 01864