END-USER LICENSE AGREEMENT FOR INSITECH SOFTWARE BY ACCEPTING THIS AGREEMENT YOU SIGNIFY THAT YOU ARE IN COMPLETE AGREEMENT AND WILL ABIDE WITH ALL TERMS STATED HEREIN. IMPORTANT-READ CAREFULLY: This End-User License Agreement (''EULA'') is a legal agreement between you ("End User" or "Licensee" or "you"), and InsiTech Group, Inc., a company operating in the State of Connecticut, USA for the InsiTech software product(s) accompanying this EULA, which include(s) computer software and may include "online" or electronic documentation, associated media, and printed materials (''SOFTWARE PRODUCT''). By installing, copying, or otherwise using the SOFTWARE PRODUCT or any UPDATES (as defined below), you are consenting to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, do not install, copy, or otherwise use the SOFTWARE PRODUCT; you may, however, return it to your place of purchase for a full refund. In addition, by installing, copying, or otherwise using any updates or other components of the SOFTWARE PRODUCT that you receive separately as part of the SOFTWARE PRODUCT (''UPDATES''), you agree to be bound by any additional license terms that accompany such UPDATES. If you do not agree to the additional license terms that accompany such UPDATES, you may not install, copy, or otherwise use such UPDATES. All rights not specifically granted to you herein are retained by InsiTech Group, Inc. CERTAIN CAPITALIZED TERMS ARE DEFINED IN SECTION 13. SOFTWARE PRODUCT LICENSE Copyright laws and international copyright treaties, as well as other intellectual property laws and treaties protect the SOFTWARE PRODUCT. The SOFTWARE PRODUCT is licensed, not sold. NOTE: The terms of a printed, paper EULA, which may accompany the SOFTWARE PRODUCT, supersede the terms of any on- screen EULA found within the SOFTWARE PRODUCT. 1. LICENSE TO USE SOFTWARE PRODUCT. 1.1. GRANT: InsiTech Group, Inc. ("InsiTech" or "Licensor") grants the Licensee a non- transferable, non-exclusive license to use the Developer and Enterprise versions of the SOFTWARE PRODUCT solely for the purpose of DEVELOPMENT USE and PRODUCTION USE. You may install copies of the software on a number of computers and/or Servers based upon the number of "Connections", "CPU's" and IP Addresses provided by the Licensee at the time of purchase and governed by the License Key provided in relation to that purchase. 1.1.1. In the case of the Community version of the SOFTWARE PRODUCT, you may install the SOFTWARE PRODUCT on an unlimited number of computers solely for the purpose of DEVELOPMENT USE and PRODUCTION USE and the number of concurrent users and computers able to access the software will be governed by an internal licensing routine that may not be altered by you. 1.2 In order to resell or redistribute the SOFTWARE PRODUCT you must have a separate reseller or redistribution agreement. Terms of such an agreement will supercede only those sections of the EULA that deal with production use and reselling of licenses of the SOFTWARE PRODUCT without that agreement in place any and all such redistribution activities are expressly prohibited. 2. LICENSE TO USE REDISTRIBUTABLE CODE 2.1. In addition to the rights granted in section 1, certain portions of the SOFTWARE PRODUCT, as described in this Section 2, are provided to you with additional license rights provided that you comply with the terms herein. 2.2. Sample Code. InsiTech grants you the non- exclusive right to use and modify the source code version of those portions of the SOFTWARE PRODUCT identified as "Sample Code" in SampleCode.TXT or elsewhere in the SOFTWARE PRODUCT ("Sample Code") as provide by InsiTech for instructional purposes for the sole purposes of designing, developing, and testing your software product(s), and to reproduce and distribute the Sample Code, along with any modifications thereof. 3. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS 3.1. Restriction on Use: Regardless of the version of the SOFTWARE PRODUCT you may not reverse engineer, decompile, disassemble or otherwise attempt to determine source code or protocols from the SOFTWARE PRODUCT or disclose the results of software performance benchmarks to any third party without InsiTech's prior written consent. Additional restrictions, if any, with respect to third party software will be delivered to you along with your license key. The Software is licensed to you solely for your own, internal use, and without limiting the generality of the foregoing, you may not lease, rent, resell, re- license or sublicense the Software to any third party, or otherwise use it except as permitted in this Agreement. 3.2. Ownership Rights. You may modify the Software in accordance with the Documentation solely to allow for interoperability with your internal MIS system. Such modifications shall not be derivative works, nor shall you create or attempt to create any derivative works from the SOFTWARE PRODUCT. Title, copyright, intellectual property and all other ownership rights in and to the SOFTWARE PRODUCT shall remain the sole and exclusive property of InsiTech. 3.3. Trademarks. This EULA does not grant you any rights in connection with any trademarks or service marks of InsiTech. 3.4. Compliance Verification. INSITECH may, at any time with seven (7) days prior written notice, request and gain access to your premises subject to your security procedures, for the limited purpose of conducting an audit to determine and verify that you are in compliance with these terms and conditions, including appropriate limitation on access to the Software. You will promptly grant such access and cooperate with InsiTech in the audit. The Audit will be conducted in a manner intended not to unreasonably disrupt your business and will be restricted in scope, manner and duration to that reasonably necessary to achieve its purpose. You will be liable for promptly remedying discrepancies revealed during the audit, including reimbursement to InsiTech for the costs of the audit and any underpayment of license fees. 3.5. Support Services. InsiTech may provide you with support services related to the SOFTWARE PRODUCT ("Support Services"). Use of Support Services is governed by the Support Services policies and programs described in "online" documentation at www.insitechgroup.com and/or in other InsiTech-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 EULA. With respect to technical information you provide to InsiTech as part of the Support Services, InsiTech may use such information for its business purposes, including for product support and development. InsiTech will not utilize such technical information in a form that personally identifies you. 3.6. Separation of Components. The SOFTWARE PRODUCT is licensed as a single product. Its component parts may not be separated for use by more than one user. 3.7. Termination. Your license to use the SOFTWARE PRODUCT takes effect upon the earlier of (i) your downloading of the Software, (ii) your use of the Software, or (iii) receipt by InsiTech of a valid, binding purchase order, Agreement or other ordering document for the Software, and will remain in force until terminated in accordance with this Agreement. The EULA may be terminated by you upon thirty (30) days prior written notice to InsiTech or by destroying or returning to InsiTech all copies and partial copies of the Software and Documentation under your control; provided that no such termination will entitle you to a refund of any portion of the License Fee. InsiTech may, by written notice to you, terminate your EULA immediately if any of the following events occur: (a) you fail to pay any amount due to InsiTech within thirty (30) days after InsiTech gives you written notice of such nonpayment; (b) you fail to comply with the terms and conditions of this EULA, which breach, if capable of being cured, is not cured within thirty (30) days after InsiTech gives you written notice thereof, or (c) you declare bankruptcy or make an assignment to or for the benefit of creditors. In such event, you must destroy all copies of the SOFTWARE PRODUCT and all of its component parts. 3.7.1. Survival. Upon termination of your EULA, all provisions of this EULA other than those (i) giving you a limited right to use the SOFTWARE PRODUCT and (ii) to be indemnified in such use will continue in effect. 3.7.2. Effect of Termination. Within thirty (30) days after the date of termination or discontinuance of your EULA to use the SOFTWARE PRODUCT for any reason whatsoever, you shall destroy the SOFTWARE PRODUCT and all copies, in whole or in part, all documentation relating thereto, and any other InsiTech confidential information in your possession that is in tangible form. 4. UPGRADES. If the SOFTWARE PRODUCT is labeled as an upgrade, you must be properly licensed to use a product identified by InsiTech as being eligible for the upgrade in order to use the SOFTWARE PRODUCT. A SOFTWARE PRODUCT labeled as an upgrade replaces and/or supplements the product that formed the basis for your eligibility for the upgrade. You may use the resulting upgraded product only in accordance with the terms of this EULA. If the SOFTWARE PRODUCT is an upgrade of a component of a package of software programs that you licensed as a single product, the SOFTWARE PRODUCT may be used and transferred only as part of that single product package and may not be separated for use on more than one computer. 5. COPYRIGHT. All title and intellectual property rights in and to the SOFTWARE PRODUCT (including but not limited to any images, photographs, animations, video, audio, music, text, and "applets" incorporated into the SOFTWARE PRODUCT), the accompanying printed materials, and any copies of the SOFTWARE PRODUCT are owned by InsiTech. All title and intellectual property rights in and to the content which may be accessed through use of the SOFTWARE PRODUCT is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content. All rights not expressly granted are reserved by InsiTech. 6. U.S. GOVERNMENT RESTRICTED RIGHTS. The Software provided under this Agreement is commercial computer software developed exclusively at private expense, and in all respects are proprietary data belonging solely to INSITECH. The SOFTWARE PRODUCT and documentation are provided with RESTRICTED RIGHTS. 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 at 58 CFR 52.227-19, as applicable. Manufacturer is InsiTech Group, Inc./Cheshire, CT 06410. 6.1. Department of Defense End Users: If the Software is acquired by or on behalf of agencies or units of the Department of Defense (DOD), then, pursuant to DOD FAR Supplement Section 227.7202 and its successors (48 C.F.R. 227.7202) the Government's right to use, reproduce or disclose the Software and any accompanying Documentation acquired under this Agreement is subject to the restrictions of this Agreement. 6.2. Civilian Agency End Users: If the Software is acquired by or on behalf of civilian agencies of the United States Government, then, pursuant to FAR Section 12.212 and its successors (48 C.F.R. 12.212), the Government's right to use, reproduce or disclose the Software acquired under this Agreement is subject to the restrictions of this Agreement. 7. EXPORT RESTRICTIONS. You agree that you will not download, export or re-export the SOFTWARE PRODUCT, any part thereof, or any process or service that is the direct product of the SOFTWARE PRODUCT (the foregoing collectively referred to as the "Restricted Components"), to any country, person, entity or end user subject to U.S. export restrictions. You specifically agree not to export or re-export any of the Restricted Components (i) to any country to which the U.S. has embargoed or restricted the export of goods or services, which currently include, but are not necessarily limited to Cuba, Iran, Iraq, Libya, North Korea, Sudan and Syria, or to any national of any such country, wherever located, who intends to transmit or transport the Restricted Components back to such country; (ii) to any end-user who you know or have reason to know will utilize the Restricted Components in the design, development or production of nuclear, chemical or biological weapons; or (iii) to any end-user who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government. (iv) To anyone on the US Treasury Department's list of Specially Designated Nationals or the US Commerce Department's Table of Denial Orders. By licensing the Software, you are agreeing to the foregoing and you are representing and warranting that you are not located in, under control of, or a national or resident of any such country or on any such list. You warrant and represent that neither the BXA nor any other U.S. federal agency has suspended, revoked, or denied your export privileges. 8. INTELLECTUAL PROPERTY INDEMNIFICATION. 8.1. Defense. If a third party claims that your Development or Production use of the Software in accordance with the terms of this Agreement and any associated Documentation infringes any United States copyright or patent, you must promptly notify InsiTech in writing. InsiTech will defend you against such claim if you fully cooperate with InsiTech and allow InsiTech to control the defense and all related settlement negotiations, and then InsiTech will indemnify you from and against any damages finally awarded for such infringement. 8.2. Injunctive Relief. If an injunction is sought or obtained against your use of the Software as a result of a third party infringement claim, InsiTech may, at its sole option and expense, (i) procure for you the right to continue using the affected Software, (ii) replace or modify the affected Software with functionally substantially equivalent software so that it does not infringe, or, if either (i) of (ii) is not commercially feasible, (iii) terminate the licenses and refund the license fees received for the affected Software on a pro rata basis using a thirty six (36) month amortization schedule. 8.3. Disclaimer of Liability. InsiTech shall have no liability for any third party claim of infringement based upon (i) use of other than the then current, unaltered version of the applicable Software, unless the infringing portion is also in the then current, unaltered release; (ii) use, operation or combination of the applicable Software with non-InsiTech programs, data, equipment or Documentation if such infringement would have been avoided but for such use, operation or combination; (iii) any third party software, or (iv) any rights arising under the laws of any jurisdiction outside the USA. The foregoing constitutes the entire liability of InsiTech, and your sole and exclusive remedy with respect to any third party claims of infringement. 9. LIMITATIONS ON WARRANTY 9.1. Licensee acknowledges that Software may contain errors and is not designed or intended for use in the design, construction, operation or maintenance of any nuclear facility or other high risk or hazardous environments ("High Risk Activities"). InsiTech disclaims any express or implied warranty of fitness for such uses. Licensee represents and warrants to InsiTech that it will not use, distribute or license the Licensed Software for High Risk Activities. SUBJECT TO THE FOREGOING EXPRESS WARRANTY AS TO THE SOFTWARE PROVIDED, IT IS PROVIDED "AS IS". ALL IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE DISCLAIMED, EXCEPT TO THE EXTENT THAT SUCH DISCLAIMERS ARE HELD TO BE LEGALLY INVALID. 9.2. Limited Warranty. Except with respect to the Sample Code, which is provided "as is," without warranty of any kind, InsiTech hereby warrants that (i) the Software shall in the form delivered conform in all material respects to the specifications therefore contained in the applicable Documentation for it for a period of ninety (90) days from date of receipt, and (ii) any Support Services provided by InsiTech shall be substantially as described in applicable written materials provided to you by InsiTech, and InsiTech support engineers will make commercially reasonable efforts to solve any problem. To the extent allowed by applicable law, implied warranties on the SOFTWARE PRODUCT, if any, are limited to ninety (90) days. Some states/jurisdictions do not allow limitations on duration of an implied warranty, so the above limitation may not apply to you. 9.3. CUSTOMER REMEDIES. InsiTech's entire liability and your exclusive remedy shall be, at InsiTech's option, either (a) return of the price paid, if any, or (b) repair or replacement of the SOFTWARE PRODUCT that does not meet InsiTech's Limited Warranty and that is returned to InsiTech with a copy of your receipt. This Limited Warranty is void if failure of the SOFTWARE PRODUCT has resulted from accident, abuse, or misapplication. Any replacement SOFTWARE PRODUCT will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. Outside the United States, neither these remedies nor any product support services offered by InsiTech are available without proof of purchase. 9.4. Disclaimer. THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, NCLUDING WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION. 10. LIMITATION OF LIABILITY 10.1. DEVELOPMENT and PRODUCTION USE. With respect to DEVELOPMENT USE and PRODUCTION USE, InsiTech's aggregate liability to you for damages concerning performance or nonperformance by SOFTWARE PRODUCT and InsiTech or in any way related to this Agreement, and regardless of whether the claim for such damages is based in contract, tort, strict liability of otherwise, shall not exceed the license fees received by InsiTech for the affected SOFTWARE PRODUCT for the twelve (12) month period immediately preceding the events giving rise to such liability. In no event shall InsiTech be liable for any indirect, incidental, special, punitive or consequential damages, lost data or lost profits, even if InsiTech has been advised as to the possibility of such damages. 10.2. Applicability. Some States do not permit disclaimers of certain warranties or limitations on certain types of liability under certain circumstances; consequently, some of the foregoing disclaimers and limitations may not be applicable to you, in whole or in part. 11. SOFTWARE CHANGES. 11.1. Subject to its obligations under any separate support/maintenance agreements, InsiTech reserves the right at any time not to release or to discontinue release of any versions of the SOFTWARE PRODUCT, and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the SOFTWARE PRODUCT, without prior notice. 12. MISCELLANEOUS. 12.1. Force Majeure. Neither party shall be liable for any delay or failure in performance due to causes beyond its reasonable control, except that the foregoing shall not excuse nonpayment of any monetary amounts when due. 12.2. Assignment. You may not assign any rights under this Agreement, except to a successor in interest as the result of a merger or acquisition or sale of all or substantially all of your assets, without InsiTech's prior written consent, which will not be unreasonably withheld. You shall remain liable following any such merger, sale or other transaction for all obligations arising under this Agreement before or after such transaction, unless otherwise agreed in writing by InsiTech. InsiTech may charge a transfer fee in connection with any such transaction. 12.3. Severability. If any part of this Agreement is held to be unenforceable, in whole or in part, such holding will not affect the validity of the other parts of the Agreement. 12.4. Waiver. Any waiver of a breach of any provision of this Agreement must be in writing, signed by the waiving party, and will not operate or be interpreted as a waiver of any other or subsequent breach. 12.5. Governing Law and Venue. This Agreement will be governed by both the substantive and procedural laws of Connecticut, U.S.A., excluding its conflict of law rules. Any dispute regarding this Agreement will be heard in the state or federal courts having jurisdiction in the Cheshire, Connecticut, U.S.A. and you agree that you shall be subject to the personal jurisdiction of such courts, and that legal process from any such court may effectively be served upon you by any of the methods provided in subsection 9(f) above for notices generally. Each party shall bear its own costs in any such proceeding, and each party hereby waives the right to trial by jury in any such action. 12.6. Entire Agreement. Any amendment or modification to this Agreement must be in writing signed by both parties. This Agreement constitutes the entire agreement between the parties relating to the SOFTWARE PRODUCT (except insofar as any Software Documentation sets forth the specification applicable to it) and supersedes all prior or contemporaneous oral or written agreements regarding the subject matter hereof. No terms, provisions or conditions of any purchase order, acknowledgment or other business form that you may use in connection with the licensing of the Software will have any effect on the rights, duties or obligations of the parties hereunder, or otherwise modify this Agreement, regardless of any failure of InsiTech to object to such terms, provisions or conditions. 12.7. Acceptance. The earlier of your (i) downloading of the SOFTWARE PRODUCT, (ii) use of the SOFTWARE PRODUCT or (iii) receipt by InsiTech of a valid, binding purchase order, Agreement or other ordering document for the SOFTWARE PRODUCT, constitutes an acceptance of the terms of this Agreement. If you do not agree to be bound by these provisions, you are required to destroy all copies of the SOFTWARE PRODUCT from your equipment immediately. 13. DEFINITIONS. 13.1. "DEVELOPMENT USE" means use of the SOFTWARE PRODUCT by a Development Use customer to design, develop and/or test new applications for PRODUCTION USE. 13.2. "Documentation" means InsiTech's then current user manuals, operating instructions and installation guides generally provided with the SOFTWARE PRODUCT to its licensees. 13.3. "Error" means a failure of the SOFTWARE PRODUCT to conform to the specifications as set forth in the Documentation, resulting in the inability to use the SOFTWARE PRODUCT or a material restriction in use of the SOFTWARE PRODUCT. 13.4. "Maintenance Release" means a subsequent version of the Software that includes Updates and/or Upgrades. 13.5. "PRODUCTION USE" means using the SOFTWARE PRODUCT in your application for internal business purposes only, which may include third party customers' access to, or use of such applications as part of your regular business and in accordance with procedures established and enforced by you. PRODUCTION USE does not include the right to reproduce the SOFTWARE PRODUCT for sublicensing, resale, or distribution, including without limitation, operation on a time sharing or service bureau basis or distributing the SOFTWARE PRODUCT as part of an ASP, VAR, OEM, distributor or reseller arrangement. You may enter into a reseller or redistribution agreement but terms of such an agreement will be provided in a separate document that will supercede only those sections of EULA that deal with production use and reselling licenses of the SOFTWARE PRODUCT without that agreement in place any and all such redistribution activities are expressly prohibited. 13.6. "Server" means a single computer processor capable of executing the SOFTWARE PRODUCT. 13.7. "Site" means the specific, physical location of a Server, as set forth on your registration form. 13.8. "SOFTWARE PRODUCT " means the object code versions, extracts and/or derivative works of the software electronically downloaded from InsiTech's website upon acceptance of this Agreement, and the related Documentation, including Maintenance Releases provided pursuant to the standard Support Services Terms and Conditions. 13.9. "Update" means either a Software modification or addition that, when made or added to the Software, corrects the Error, or a procedure or routine that, when observed in the regular operation of the Software, eliminates the practical adverse effect of the Error on customer. 13.10. "Upgrade" means a revision of the SOFTWARE PRODUCT released by InsiTech to its end user customers generally, during the Support Services Term, to add new and different functions or to increase the capacity of the SOFTWARE PRODUCT. Upgrade does not include the release of a new product or added features for which there may be a separate charge. If a question arises as to whether a new product offering is an Upgrade or a new product or feature, InsiTech's opinion will control, provided that InsiTech treats the product offering as a new product or feature for its end user customers generally. INSITECH GROUP, INC. END-USER LICENSE AGREEMENT Copyright (c) 2000-2006 INSITECH Group, Inc. All Rights Reserved. Copyright (c) 1995-2000 by the Hypersonic SQL Group. All rights reserved. Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met: - Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer. - Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution. - All advertising materials mentioning features or use of this software must display the following acknowledgment: "This product includes Hypersonic SQL." - Products derived from this software may not be called "Hypersonic SQL" nor may "Hypersonic SQL" appear in their names without prior written permission of the Hypersonic SQL Group. - Redistributions of any form whatsoever must retain the following acknowledgment: "This product includes Hypersonic SQL." This software is provided "as is" and any expressed or implied warranties, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose are disclaimed. In no event shall the Hypersonic SQL Group or its contributors be liable for any direct, indirect, incidental, special, exemplary, or consequential damages (including, but not limited to, procurement of substitute goods or services; loss of use, data, or profits; or business interruption). However caused any on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising in any way out of the use of this software, even if advised of the possibility of such damage. This software consists of voluntary contributions made by many individuals on behalf of the Hypersonic SQL Group.