HIGHPOINT TECHNOLOGIES, INC. SOFTWARE LICENSE AGREEMENT READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE EXECUTING THIS SOFTWARE (THE "PROGRAM"). THE PROGRAM IS COPYRIGHTED AND LICENSED (NOT SOLD). BY INSTALLING THIS SOFTWARE AND USING THE PROGRAM, YOU ARE ACCEPTING AND AGREEING TO THE TERMS OF THIS LICENSE AGREEMENT. IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT, YOU SHOULD NOT USE THIS SOFTWARE. THIS LICENSE AGREEMENT REPRESENTS THE ENTIRE AGREEMENT CONCERNING THE PROGRAM BETWEEN YOU AND HIGHPOINT TECHNOLOGIES, INC. (REFERRED TO AS "LICENSOR"), AND IT SUPERSEDES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING BETWEEN THE PARTIES. 1. License Grant. Licensor hereby grants to you, and you accept, for your internal purposes only, a nonexclusive license to use the computer programs contained therein in machine-readable, object code form only (collectively referred to as the "Software"). The Software is designated for demonstration purposes only. You may use the Software and store it on media of your choice. You agree that you will not assign, sublicense, transfer, pledge, lease, rent, or share your rights under this License Agreement. You agree that you may not reverse assemble, reverse compile, or otherwise translate the Software. Except as authorized by Licensor in advance, no copies of the Program nor any portions thereof may be made by you or any person under your authority or control nor shall any third party have access to the Program, without the prior written consent of Licensor. 2. Licensor's Rights. You acknowledge and agree that the Software and the User's Documentation are proprietary products of Licensor protected under U.S. copyright law. You further acknowledge and agree that all right, title, and interest in and to the Software and the User's Documentation, 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 Software or the User Documentation, but only a limited right of use revocable in accordance with the terms of this License Agreement. All rights not specifically granted to you by Licensor in this Agreement are reserved to Licensor. 3. License Fees. There are no license fees associated with use of the Software as demonstration software. 4. Term. This License Agreement is effective upon your receipt of this Software and shall continue until terminated. You may terminate this License Agreement at any time by destroying the Software and all copies thereof. Licensor may terminate this License Agreement upon the breach by you of any term hereof. Upon such termination by Licensor, you agree to destroy the Program and all copies and portions thereof. EXCEPT FOR THE WARRANTIES SET FORTH, THE PROGRAM, AND THE SOFTWARE CONTAINED THEREIN, ARE 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. YOU ACKNOWLEDGE THAT, GIVEN THE NATURE OF THE PROGRAM, LICENSOR DOES NOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE PROGRAM. 5. 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 shall not exceed the license fee paid to Licensor for the use of the Program. 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 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. 6. Trademarks. "InspectorPC" and "FileProtector" are trademarks of Licensor. No right, license, or interest to such trademarks is granted hereunder, and you agree that no such right, license, or interest shall be asserted by you with respect to such trademarks. 7. Export Restrictions. You acknowledge that the laws and regulations of the United States may restrict export and re-export of the Program. You agree that you will not export or re-export the Program without the advance consent of Licensor and, if consent is granted, only in accordance with such laws and regulations. 8. Government End Users. The Program is provided with Restricted Rights. Use, duplication or disclosure of the Program by any governmental end user is subject to the restrictions 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 Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable. 9. Governing Law. This License Agreement shall be construed and governed in accordance with the laws of the State of Texas other than the conflicts of law principles thereof. 10. Injunctive Relief. You acknowledge that, in the event of your breach of any of the provisions of Sections 1 and 2 of this Agreement, Licensor will have no adequate remedy in money or damages. Licensor shall therefore be entitled to obtain an injunction against such breach from any court of competent jurisdiction immediately upon request without the need for posting of bond or other requirements. Licensor's right to obtain injunctive relief shall not limit its right to seek further remedies in such event. 11. Arbitration. All disputes or other claims between the parties, whether arising in contract, tort or otherwise, shall be finally settled by binding arbitration in Austin, Texas before a neutral arbitrator appointed by and acting pursuant to the Commercial Rules of the American Arbitration Association. In no event shall the arbitrator have the power to include any element of punitive damages or incidental or consequential damages in the arbitration award. Judgment on the arbitration award may be entered into in any state or federal court of competent jurisdiction. Notwithstanding the foregoing, a party shall be entitled to seek injunctive relief in accordance with this Agreement in a court of competent jurisdiction. 12. 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. 13. 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 rights or subsequent actions in the event of future breaches.