BY CLICKING THE "I ACCEPT" BUTTON, YOU ARE AGREEING ON BEHALF OF LICENSEE TO BE BOUND BY THE TERMS AND CONDITIONS SET OUT IN THE THEMATIC SOFTWARE LICENSE AGREEMENT BELOW. YOU ARE ALSO REPRESENTING THAT YOU HAVE THE POWER TO BIND LICENSEE. IF LICENSEE DOES NOT AGREE TO ALL OF THE TERMS OF THE AGREEMENT THEN CLICK THE "I DO NOT ACCEPT" BUTTON AND THIS PROCEDURE WILL END. 1. LICENSE. Thematic Software hereby grants Licensee a limited, non-exclusive, non-transferable license as set out in this agreement to use Thematic Chroma (version 1.1) (the "Software") for evaluation purposes for a period of 21 days following the date of the first installation of the Software on a particular computer (the "Licensed Computer"). Usage beyond the evaluation period requires registration. Information on how to register can be found at http://www.thematic.com/chroma/register.html. The license permits the Licensee: a. to run the download file to install a single copy of the Software on the Licensed Computer; b. to use the Software only at a single terminal or a single workstation (the "Licensed Workstation or Terminal"); c. to load the Software into temporary memory (RAM) as part of the operation of the Licensed Computer to support the use of the Software at the Licensed Workstation or Terminal; d. to make a reasonable number of backup copies of the installed Software solely for the purpose of recovering the installed Software on the Licensed Computer; e. to create printouts or otherwise capture screen images of output from the Software for Licensee's personal, non-commercial use only; and f. to allow other persons to use the Software on the Licensed Workstation or Terminal, provided such use is otherwise in accordance with this agreement and Licensee is entirely responsible for such use. 2. RESTRICTIONS. The license granted hereunder does not permit Licensee: a. to permit other persons to use the Software except pursuant to the terms and conditions of this Agreement; b. to modify, translate, reverse engineer, decompile, disassemble the Software, or to create derivative works based on the Software; c. to copy the Software other than as specified above; d. to rent, lease, grant a security interest in, or otherwise attempt to transfer rights to the Software; e. to remove or to alter any proprietary notices or labels on the Software when creating permitted copies of the Software, or permitted printouts of the Software output; or f. to redistribute, sell, or publish the images, sound files, or fonts included with the Software. 3. NO UNAUTHORIZED REPRODUCTION. Licensee is simply acquiring a license to use the Software in accordance with this Agreement and the Software is not sold to Licensee. Licensee agrees and acknowledges that Thematic Software and its licensors transfer no ownership interest in the Software, in the intellectual property in the Software, to Licensee or anyone else under this Agreement or otherwise, and that Thematic and its licensors reserve all rights not expressly granted to Licensee in this Agreement. Any reproduction or redistribution of the Software in violation of this Agreement is expressly prohibited by law, and may result in severe civil and criminal penalties. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. 4. LIMITATION OF WARRANTIES AND LIABILITY: THE PRODUCT IS PROVIDED ON AN "AS IS" BASIS, WITHOUT ANY OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABLE QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THOSE ARISING BY LAW, STATUTE, USAGE OF TRADE, OR COURSE OR DEALING. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE PRODUCT IS ASSUMED BY YOU. NEITHER WE NOR OUR DEALERS OR SUPPLIERS SHALL HAVE ANY LIABILITY TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR PROFIT, LOST OR DAMAGED DATA OR OTHER COMMERCIAL OR ECONOMIC LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR SUCH DAMAGES ARE FORESEEABLE. WE ARE ALSO NOT RESPONSIBLE FOR CLAIMS BY A THIRD PARTY. OUR MAXIMUM AGGREGATE LIABILITY AND THAT OF OUR DEALERS AND SUPPLIERS SHALL NOT EXCEED THE AMOUNT PAID FOR THE PRODUCT. THE LIMITATIONS IN THIS SECTION SHALL APPLY WHETHER OR NOT THE ALLEGED BREACH OR DEFAULT IS A BREACH OF A FUNDAMENTAL CONDITION OR TERM OR A FUNDAMENTAL BREACH. SOME JURISDICTIONS DO NOT ALLOW AN EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO LICENSEE. 5. PROHIBITED USES. The Software is not fault-tolerant and is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage. Accordingly, Thematic Software and its licensors prohibit use of the Software in connection with such activities, and specifically disclaim any express or implied warranty of fitness for such activities. 6. THIRD PARTY MATERIALS. Licensee acknowledges and agrees that the Software, and any future software, materials and themes provided by Thematic Software may feature materials provided by other users and other third parties, including but not limited to user-submitted "themes". Thematic makes no representation with respect to, nor does it guarantee or endorse the quality, noninfringement, accuracy, completeness, timeliness, reliability, or correct sequencing of, such third party materials or any other materials which such third party materials may allow access. Thematic Software expressly disclaims responsibility and liability for all third-party provided materials provided by Thematic Software. 7. TERMINATION. This Agreement will terminate if Licensee fails to comply with any of its terms or conditions. Licensee agrees, upon termination, to destroy all copies of the Software and portions thereof. The Limitation of Warranties and Liability set out above shall continue in force even after any termination. 8. RESTRICTED RIGHTS: If the Software is acquired by or for the U.S. Government, then it is provided with Restricted Rights. Use, duplication, or disclosure by the U.S. 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 at 48 CFR 52.227-19, or clause 18-52.227-86(d) of the NASA supplement to the FAR, as applicable. The contractor/manufacturer is Thematic Software 464 Gladstone Ave, Toronto, Ontario, Canada, M6H 3H9 9. EXPORT CONTROLS: Thematic makes no representation that the Software or other materials accessed through the Software are appropriate or available for use in other locations, and access to them from territories where their contents are illegal is prohibited. Those who choose to download the Software from other locations do so on their own volition and are responsible for compliance with applicable local laws. 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 Software. 10. GENERAL: This Agreement is the agreement between Thematic Software and Licensee with respect to the subject matter set out herein, superseding any other agreement or discussion, oral or written, and may not be changed except by a further written agreement. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada. If any provision of this Agreement is declared by a Court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed from the Agreement and the other provisions shall remain in full force and effect. The parties have requested that this Agreement and all documents contemplated hereby be drawn up in English. Les parties aux présentes ont exigé que cette entente et tous autres documents envisagés par les présentes soient rédigés en anglais.