AJILE SYSTEMS, INC. END-USER SOFTWARE LICENSE AGREEMENT READ THE TERMS OF THIS AGREEMENT CAREFULLY BEFORE DOWNLOADING OR USING THE SOFTWARE. BY DOWNLOADING OR USING THE SOFTWARE, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL THESE TERMS, YOU ARE NOT AUTHORIZED TO DOWNLOAD OR USE THE SOFTWARE IN ANY MANNER. 1. Contract Formation Nature of the Document This document is a legal agreement ("the Agreement") between you the customer (the "Licensee") and aJile Systems, Inc. ("aJile"), which contains the terms and conditions (the "Terms") that must be complied with if you install or use the software program (the "Software") or the accompanying written materials. 2. Non-Negotiability of Terms WARNING: AJILE IS WILLING TO LICENSE ONE COPY OF THE SOFTWARE TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS AGREEMENT. PLEASE READ ALL OF THE TERMS IN THIS AGREEMENT CAREFULLY BEFORE DOWNLOADING THIS SOFTWARE PACKAGE. IF YOU DOWNLOAD THE PACKAGE, YOU ARE THEREBY ACKNOWLEDGING THAT YOU HAVE READ ALL OF THE TERMS OF THIS AGREEMENT AND AGREE TO BE BOUND BY THEM. 3. Acceptance or Rejection of Agreement IF YOU DO NOT AGREE TO THESE TERMS, THEN AJILE IS NOT WILLING TO LICENSE THE SOFTWARE TO YOU. PLEASE REMOVE ALL AJILE SOFTWARE FROM YOUR COMPUTER. 4. License Grant. aJile provides this Software exclusively to customers of aJile Systems or its customers who have paid for this Software either through an OEM agreement or through product purchasing. aJile grants Licensee the right to use one copy of the Software together with any upgrades provided by aJile, in the manner described in this Agreement. 5. Use Limitations 5.1 Single Machine. The licensed copy of the Software may be used on one computer only and by one developer only. The Software may not be shared or used on different computers or by different developers within your company or organization. The Software is "in use" on a computer when it is loaded into temporary memory (i.e., RAM) or installed into the memory (e.g., hard disk, CD-ROM, or other storage device) of that computer. Networks. The Software may not be used on a computer network or any remote access arrangement (for example by two different people in two difference places at the same time) without an additional license. For any multiple user or remote access arrangement you must obtain a separate license for each developer who uses the Software. 5.2 Copies Permitted. You may make one copy of the Software solely for backup or archival purposes. You may not copy the written materials accompanying the Software. You may make one hardcopy of the online documentation for your own use. Single Permanent Transfer Permitted 5.3 You may not rent or lease the Software. But you may transfer the Software on a permanent basis provided you retain no copies and the recipient agrees to accept all of the Terms of this Agreement. If you transfer the Software, you must at the same time either transfer all copies, whether in printed or machine readable form, to the recipient or destroy any copies not transferred. If the Software has been updated, any transfer must include the most recent update and all prior versions. 5.4 You may not sublicense, assign, or transfer the license or the Software except as expressly provided above. Any attempt otherwise to sublicense, assign, or transfer any of the rights, duties, or responsibilities under this Agreement is void. 5.5 Reverse Engineering Prohibited. The Software embodies and incorporates valuable trade secrets of aJile. Accordingly, you may not modify, reverse engineer, decompile, or disassemble the Software. The Software is licensed as a single product, and its component parts may not be separated. These provisions are for the purpose of protecting the trade secrets of aJile. 6. Copyright Limitations 6.1 Ownership. aJile owns the Software and all copyright and other intellectual property rights in the Software. This Agreement gives you only a limited right to use the Software. The Software is protected both by United States laws and international treaty provisions. 6.2 No Copies. EXCEPT AS EXPRESSLY PERMITTED UNDER THE "USE LIMITATIONS" ABOVE, YOU MAY NOT COPY THE SOFTWARE PROGRAM OR ACCOMPANYING WRITTEN MATERIALS OR ONLINE DOCUMENTATION, IN WHOLE OR IN PART. 6. 3 Copyright and Trademark Notices. You may not remove, modify or alter any aJile copyright or trademark notice from any part of the Software or accompanying or downloaded documentation. You must reproduce and include the copyright notice, trademark notice and other intellectual property rights notices on any copy permitted by this Agreement. 7. Term 7.1 License Duration. The license is effective until terminated. 7.2 Termination. You may terminate the license at any time by destroying the Software together with all copies in any form. The license will also terminate automatically upon your failure to comply with the Terms of this Agreement. 7.3 Disposition of Software. You agree upon termination to destroy the Software including all copies and partial copies, together with the accompanying or downloaded written materials. 8. No Warranty 8.1 Licensee Responsible for Installation and Use. You assume responsibility for the selection of the Software to achieve your intended results, and for the installation, use, and results obtained from the Software. AJile does not warrant that the functions contained in the Software will meet your requirements or that the operation of the Software will be uninterrupted or error free. 8.2 No Warranty. To the maximum extent permitted by applicable law: THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH YOU. AJILE DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH YOU. SHOULD THE PROGRAM PROVE DEFECTIVE YOU AND NOT AJILE OR ITS AUTHORIZED DEALER ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. AJILE DISCLAIMS ALL WARRANTIES OF TITLE AND NON-INFRINGEMENT. 8.3 Disclaimer of Consequential Damages. IN NO EVENT WILL AJILE BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE SUCH SOFTWARE EVEN IF AJILE AND ITS AUTHORIZED DEALER HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR FOR ANY CLAIM BY ANY OTHER PARTY. 9. Taxes. You agree to pay (and to reimburse aJile on request if aJile is required to pay) any sales, use, value added (VAT), consumption or other tax (excluding any tax on aJile net income) or other fee or charge of any kind or nature that is levied or imposed by any governmental authority on your purchase of the Software, the License, or your use of the Software. 10. General 10.1 Governing Law. This Agreement shall be governed and construed by the laws of California and the United States without reference to the United Nations Convention on Contracts for the International Sale of Goods. 10.2 Severability. If any provision of this Agreement is found void or unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its Terms. If any remedy provided is determined to have failed of its essential purpose, all limitations of liability and exclusions of damages set forth in Section 8 shall remain in full force and effect. 10.3 Acknowledgment and Exclusivity. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. 10.4 Purchaser Questions. Should you have any questions concerning this Agreement, or if you desire to contact aJile for any reason, please contact the aJile distributor serving your region or aJile Systems, Inc. at: 920 Saratoga Ave., Suite 209 San Jose, CA 95129 U.S.A. Tel: (408) 557-0829 Fax: (408) 557-8279 Email: sales@ajile.com 10.5 U.S. Government; Restricted Rights. The Software and documentation are provided with RESTRICTED RIGHTS. Use, duplicate, or disclosure by the Government is subject to restrictions; if supplied to the Department of Defense (DoD), the Software is "Commercial Computer Software" and the Government acquires the Software with "restricted rights," as defined in Clause 252.227-7013(c)(1) of the DFARS: if the Software is supplied to any other Government unit or agency, the Government's rights in the Software are defined in Clause 52.227-19(c)(2) of the FAR; but if the Software is supplied to NASA, the Government's rights are defined in Clause 18-52.227-86(d) of the NASA supplement to the FAR. The Manufacturer is aJile Systems, Inc. at the above address. 10.6 Arbitration. All disputes arising out of or relating to this Agreement shall be finally settled by arbitration conducted in San Jose, CA, USA under the rules of commercial arbitration of the American Arbitration Association ("Rules"). Both parties shall bear equally the cost of arbitration (exclusive of legal fees and expenses, all of which each party shall bear separately). All decisions of the arbitrator(s) shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Notwithstanding the foregoing, you agree that your breach of this Agreement will cause irreparable harm to aJile for which recovery of money damages would be inadequate, and therefore, in addition to any and all remedies available at law, aJile shall be entitled to obtain timely injunctive relief to protect its rights under this Agreement.

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