END USER LICENSE AGREEMENT
WENPOINT CORPORATION

IMPORTANT NOTICE TO USER – READ CAREFULLY: This End-User License Agreement ( the "Agreement" ) is a legal agreement between you (either an individual person or a single legal entity, who will be referred to in this Agreement as "You") and Wenpoint Corporation ( the "Company" ) for the Company's Software that accompanies this Agreement. The software includes any associated media, printed materials, electronic copy and online or electronic documentation. The Software also includes any software updates, add-on components, web/email services and/or supplements that the Company may provide to You or make available to You after the date You obtain Your initial copy of the Software Product to the extent that such items are not accompanied by a separate license agreement or terms of use. By installing, copying, downloading, accessing or otherwise using the Software Product, You agree to be bound by the terms of this Agreement. If You do not agree to the terms of this Agreement, do not install, access or use the Software.

1. DEFINITIONS

"Software" means any associated media, printed materials, electronic copy and online or electronic documentation. The Software also includes any software updates, add-on components, web/email services and/or supplements that the Company may provide to You or make available to You after the date You obtain Your initial copy of the Software Product to the extent that such items are not accompanied by a separate license agreement or terms of use.

"Permitted Number" means one (1) unless otherwise indicated under a valid license (e.g. volume license) granted by the Company.

"Computer" means an electronic device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions.


2. Software License. As long as you comply with the terms of this End User License Agreement (this "Agreement"), the Company grants to you a non-exclusive license to Use the Software for the purposes described in the Documentation.
2.1 General Use. You may install and Use a copy of the Software on your compatible Computer, up to the Permitted Number of Computers.
2.2 Evaluation Use. If the Software that was distributed to you was labeled as an EVALUATION VERSION or TRY & BUY VERSION (or its functional equivalent) (an "Evaluation Version"), the license granted under this Agreement commences upon the installation of the Software Product and is effective for 45 days following the date you install the Software (the "Evaluation Term"). Evaluation Version Software may include software code intended to disable partial functionality during the Evaluation Term and disable the use of Software after the expiration of the Evaluation Term. You may take no actions to circumvent the operation of such disabling code, and you accept all risks that might arise from such disabling code. If the Software was not distributed as an Evaluation Version, or if you converted an Evaluation Version installation of the Software Product to a non-Evaluation Version of the Software Product by authorized use of the conversion mechanism provided with the Software (in each case either being or resulting in a "Full-License Version"), the licenses granted under this Agreement commence upon the installation of the Software and are effective in perpetuity unless terminated per the terms of this Agreement.
2.3 Backup Copy. You may make one backup copy of the Software, provided your backup copy is not installed or used on any computer. You may not transfer the rights to a backup copy.
2.4 Your right to use is non-exclusive.

3. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.
3.1 Support Services. Company may provide You with support services related to the SOFTWARE ("Support Services"). Use of Support Services is governed by the Company policies and programs described in the user manual, in "on line" documentation and/or other Company-provided materials. Any supplemental software code provided to you as part of the Support Services shall be considered part of the SOFTWARE PRODUCT and subject to the terms and conditions of this Agreement. With respect to technical information you provide to Company as part of the Support Services, Company may use such information for its business purposes, including for product support and development. Company will not utilize such technical information in a form that personally identifies you.
3.2 Limitations on Reverse Engineering, Decompilation, and Disassembly. You may not reverse engineer, decompile, or disassemble the SOFTWARE PRODUCT, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
3.3 Rental. You may not rent, lease or lend the SOFTWARE.
3.4 Software Transfer. You may permanently transfer all of your rights under this Agreement, provided you retain no copies, you transfer all of the SOFTWARE (including all component parts, the media and printed materials, any upgrades, this Agreement, and, if applicable, the Certificate of Authenticity), and the recipient agrees to the terms of this Agreement.
3.5 Termination. Upon the expiration of the Evaluation Term (if any), your rights under this Agreement terminate automatically without notice. Without prejudice to any other rights, Company may terminate this Agreement if You fail to comply with the terms and conditions of this Agreement. In such event, You must destroy all copies of the Software and all of its component parts. The terms of this paragraph shall survive any termination of this Agreement.


4. ALL RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED BY WENPOINT CORPORATION.

5. UPDATES. If the Software is an Update to a previous version of the Software, you must possess a valid license to such previous version in order to Use such Update. All Updates are provided to you on a license exchange basis. You agree that by Using an Update you voluntarily terminate your right to use any previous version of the Software. As an exception, you may continue to Use previous versions of the Software on your Computer after you Use the Update but only to assist you in the transition to the Update, provided that: (a) the Update and the previous versions are installed on the same computer; (b) the previous versions or copies thereof are not transferred to another party or Computer unless all copies of the Update are also transferred to such party or Computer; and (c) you acknowledge that any obligation Company may have to support the previous versions of the Software may be ended upon availability of the Update.


6. Intellectual Property Ownership, Copyright Protection. The Software is owned by Company or its suppliers or licensors and is protected by United States copyright laws and international treaty provisions. We (and our suppliers and licensors) own and retain all right, title and interest in and to the Software, including patents, trademarks, copyrights, trade secrets and other intellectual property rights embodied or contained therein. Therefore, you may not use, copy, or distribute the Software without written authorization.


7. NO WARRANTIES. THE SOFTWARE IS BEING PROVIDED TO YOU "AS-IS" WITHOUT ANY WARRANTY WHATSOEVER. YOU ASSUME ALL RISKS AND RESPONSIBILITIES FOR SELECTION OF THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE SOFTWARE. THE COMPANY MAKES NO WARRANTY THAT THE SOFTWARE WILL BE ERROR FREE OR FREE FROM INTERRUPTION OR FAILURE, OR THAT IT IS COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT WITH RESPECT TO THE SOFTWARE AND THE ACCOMPANYING WRITTEN MATERIALS. SOME STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. YOU HEREBY ACKNOWLEDGE THAT THE SOFTWARE MAY NOT BE AVAILABLE OR BECOME UNAVAILABLE DUE TO ANY NUMBER OF FACTORS INCLUDING, WITHOUT LIMITATION, PERIODIC SYSTEM MAINTENANCE, SCHEDULED OR UNSCHEDULED, TECHNICAL FAILURE OF THE SOFTWARE, TELECOMMUNICATIONS INFRASTRUCTURE, OR DELAY OR DISRUPTION ATTRIBUTABLE TO VIRUSES, DENIAL OF SERVICE ATTACKS, INCREASED OR FLUCTUATING DEMAND, ACTIONS AND OMISSIONS OF THIRD PARTIES, OR ANY OTHER CAUSE REASONABLY BEYOND THE CONTROL OF THE COMPANY. THEREFORE, THE COMPANY EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY REGARDING SYSTEM AND/OR SOFTWARE AVAILABILITY, ACCESSIBILITY, OR PERFORMANCE.

8. LIMITED LIABILITY; NO LIABILITY FOR CONSEQUENTIAL DAMAGES.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY OR ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF GOODWILL, WORK STOPPAGE, HARDWARE OR SOFTWARE DISRUPTION, IMPAIRMENT OR FAILURE, REPAIR COSTS, TIME VALUE OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, OR THE INCOMPATIBILITY OF THE SOFTWARE WITH ANY HARDWARE, SOFTWARE OR USAGE, EVEN IF COMPANY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ASSUME THE ENTIRE COST OF ANY DAMAGE RESULTING FROM YOUR USE OF THE SOFTWARE AND THE INFORMATION CONTAINED IN OR COMPILED BY THE SOFTWARE, AND THE INTERACTION (OR FAILURE TO INTERACT PROPERLY) WITH ANY OTHER HARDWARE OR SOFTWARE WHETHER PROVIDED BY THE COMPANY OR A THIRD PARTY. IN NO EVENT WILL COMPANY'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES IN ANY ONE OR MORE CAUSE OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.


9. U.S. Government-Restricted Rights. The Software and accompanying documentation are deemed to be "commercial computer Software" and "commercial computer Software documentation," respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, modification, reproduction release, performance, display or disclosure of the Software and accompanying documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

10. Export Restrictions. You may not download, export, or re-export the Software (a) into, or to a national or resident of, any country to which the United States has embargoed goods, or (b) to anyone on the United States Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders or (c) in contravention of United States or other applicable law. By downloading or using the Software, 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. You acknowledge that it is your sole responsibility to comply with any and all government export and other applicable laws, regulations and rules and that the Company has no further responsibility for such after the initial license to you.

11. General. This Agreement is governed by the laws of the United States and the State of California, without reference to conflict of laws principles. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. This Agreement shall not be subject to the Uniform Commercial Code. Any dispute between you and the Company regarding this Agreement will be subject to the exclusive venue of the state and federal courts in the county of Santa Clara, state of California, USA. This Agreement is the entire agreement between you and Company and supersedes any other communications, oral or written, or advertising with respect to the Software and documentation. If any provision of this Agreement is held invalid, the remainder of this Agreement will continue in full force and effect. No provision hereof shall be deemed waived or modified except in a written addendum signed by an authorized representative of the Company.


Should you have any questions concerning this Agreement, or if you desire to contact Wenpoint for any reason, please send email to sales@wenpoint.com.