Spanware No Nonsense License Agreement This is a legal agreement between you and Spanware covering use of the application known as compass360. Be sure to read the following agreement before using the software. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE THE SOFTWARE AND DESTROY ALL COPIES OF IT YOU CONTROL. This User License Agreement ("Agreement") is a legal agreement between you (either an individual or a single entity) and Spanware ("Company") for software product called compass360 ("Software"), including any media and online or printed documentation ("Documentation") BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. TERMS OF USE Company grants you a nonexclusive license to use Software. This includes the following uses of Software: You are granted a personal, exclusive, nontransferable and limited license to install and use a single copy of Software on a computer. You may install and use Software on more than one computer, so long as you are the only user of Software on all computers. You agree that the total number of copies of the Software used by you may not exceed the number of licenses paid for by you, except that you may make copies of the Software solely for backup or archival purposes. You may transmit Software to another person or entity provided you do not attempt to imply your are representing Company, clearly do not insinuate you are also transferring any kind of license to use Software, and use due diligence to inform the recipient of this license; or You may copy Software for archival purposes, provided any copy must contain all of the original Software's proprietary notices and this Agreement. It does not include the following uses of Software: You may not permit other individuals to use Software except under the terms listed above. You may not modify, translate, reverse engineer, decompile, disassemble or create derivative works based on Software. You may not copy the Software except under the terms listed above. You may not rent, lease, grant a security interest in, or otherwise transfer rights to the Software. You may not remove any proprietary notices or labels on the Software. WARRANTY Spanware warrants that for a period of thirty (30) days from the date of acquisition, Software, if operated as directed, will substantially achieve the functionality described in the Documentation. Company does not warrant, however, that your use of Software will be uninterrupted or that the operation of Software will be error-free or secure. Company also warrants that the media containing Software, if and only if provided by Company, is free from defects in material and workmanship and will so remain for thirty (30) days from the date you acquired Software. Company's sole liability for any breach of this warranty shall be, at Company's sole discretion: (i) to replace your defective media; or (ii) to advise you how to achieve substantially the same functionality with Software as described in the Documentation through a procedure different from that set forth in the Documentation; or (iii) if the above remedies are impractical, to refund the license fee you paid for Software. Repaired, corrected, or replaced Software and Documentation shall be covered by this limited warranty for the period remaining under the warranty that covered the original Software, or if longer, for thirty (30) days after the date (a) of shipment to you of the repaired or replaced Software, or (b) Company advised you how to operate the Software so as to achieve the functionality described in the Documentation. Only if you inform Company of your problem with Software during the applicable warranty period and provide evidence of the date you purchased a license to Software will Company be obligated to honor this warranty. Company will use reasonable commercial efforts to repair, replace, advise or, for individual consumers, refund pursuant to the foregoing warranty within 30 days of being so notified. THIS IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY Company. Company MAKES NO OTHER EXPRESS WARRANTY AND NO WARRANTY OF NONINFRINGEMENT OF THIRD PARTIES' RIGHTS. THE DURATION OF IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, INTERACTION WITH OTHER THIRD PARTY SOFTWARE, AND OF FITNESS FOR A PARTICULAR PURPOSE, IS LIMITED TO THE ABOVE LIMITED WARRANTY PERIOD; SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO LIMITATIONS MAY NOT APPLY TO YOU. NO Spanware DEALER, AGENT, OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS WARRANTY. If any modifications are made to Software by you during the warranty period; if the media is subjected to accident, abuse, or improper use; or if you violate the terms of this Agreement, then this warranty shall immediately be terminated. This warranty shall not apply if Software is used on or in conjunction with hardware or software other than the unmodified version of hardware and software with which the software was designed to be used as described in the Documentation. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY BY JURISDICTION. DISTRIBUTION Distribution of Software is allowed provided the TERMS OF USE are met above. TITLE Title, ownership rights, and intellectual property rights in Software shall remain with Company. Software is protected by the copyright laws and treaties of the United States. TERMINATION The license will terminate automatically if you fail to comply with the limitations described herein. On termination, you must destroy all copies of Software and Documentation you control. EXPORT CONTROLS None of Software or underlying information or technology may be downloaded or otherwise exported or reexported (i) into (or to a national or resident of) any country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders. By downloading or using Software, you are agreeing to the foregoing and 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. LIMITATION OF LIABILITY Under no circumstances and under no legal theory, tort, contract, or otherwise, shall Company or its suppliers or resellers be liable to you or any other person for any indirect, special, incidental, or consequential damages of any character including, without limitation, damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses. In no event will Company be liable for any damages in excess of the amount received from you for a license to the software, even if Company shall have been informed of the possibility of such damages, or for any claim by any other party. this limitation of liability shall not apply to liability for death or personal injury to the extent applicable law prohibits such limitation. Furthermore, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so this limitation and exclusion may not apply to you. HIGH RISK ACTIVITIES Software is not fault-tolerant and is not designed, licensed or intended for use or resale as 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 Software could lead directly to death, personal injury, or severe physical or environmental damage ("High Risk Activities"). Company and its suppliers specifically disclaim any express or implied warranty of fitness for High Risk Activities. MISCELLANEOUS If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. This Agreement shall be governed by Florida law (except for conflict of law provisions). The application the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. 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