LICENSE AGREEMENT

LIMITED USE SOFTWARE LICENSE AGREEMENT NOTICE: READ THE TERMS AND CONDITIONS OF THIS AGREEMENT BEFORE YOU INSTALL THE SOFTWARE. THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ANY APPLICABLE ADDENDUM APPLY TO THE DOWNLOADED SOFTWARE AND DERIVATIVES OBTAINED THEREFROM, INCLUDING ANY COPY, ALL OF WHICH IS REFERRED TO HEREIN AS "SOFTWARE". THE TERM SOFTWARE ALSO INCLUDES PROGRAMS AND RELATED DOCUMENTATION PROVIDED AS PART OF THE DOWNLOAD. BY DOWNLOADING THE SOFTWARE YOU SHOW YOUR ACCEPTANCE OF THE TERMS OF THIS LICENSE AGREEMENT AND SUCH ADDENDUM. 1. TITLE AND LICENSE GRANT The software is copyrighted and/or contains proprietary information protected by law. All SOFTWARE, and all copies thereof, are and will remain the sole property of BUENSOFT.COM or its suppliers. Subject to the payment of fees specified in an accepted purchase order or authorization for one or more license keys, BUENSOFT.COM. hereby grants to you, for the period of time specified in such order or authorization, a limited, personal, nontransferable and non-exclusive right to use the SOFTWARE, in accordance with all applicable United States laws and regulations, on only that computer, server or authorized clients and only for up to the maximum number of authorized users specified in such order or authorization. Any other use of this SOFTWARE inconsistent with the terms and conditions of this Agreement, including without limitation, transfer of the SOFTWARE to another computer or to another party, shall automatically terminate this license. You agree to use your best efforts to see that any use of the SOFTWARE licensed hereunder complies with the terms and conditions of this License Agreement as well as all laws and regulations of the United States and any foreign country in which the SOFTWARE is used. You further agree to refrain from taking any steps, such as reverse engineering, reverse assembly or reverse compilation, to derive a source code equivalent of the SOFTWARE. 2. SOFTWARE USE A. You are permitted to make a single archive copy of the SOFTWARE, provided the SOFTWARE shall not be otherwise reproduced except as is necessarily incident to the execution of the SOFTWARE in a computer or server. Any such copy shall contain the same copyright notice and proprietary marking appearing on the original SOFTWARE. The SOFTWARE shall not be disclosed to others in whole or in part. B. The SOFTWARE and any and all associated license keys, i. together with any archive copy thereof, shall be either returned to BUENSOFT.COM or certified as having been destroyed when the SOFTWARE is no longer used in accordance with this License Agreement, or when the right to use the software is terminated; and ii. shall not be removed from a country in which use is licensed or from any computer or server on which it is licensed without BUENSOFT.COM's express written permission. C. You acknowledge and agree that the SOFTWARE subject to this agreement is subject to the export control laws and regulations of the United States, including but not limited to the Export Administration Regulations (EAR), and sanction regimes of the U.S. Department of Treasury, Office of Foreign Assets Controls. You agree to comply with these laws and regulations. You shall not, without prior U.S. Government authorization, export, reexport, or transfer any SOFTWARE subject to this agreement, either directly or indirectly, to any country subject to a U.S. trade embargo or sanction (Cuba, N. Korea, Iraq, Iran, Syria, Libya, Sudan) or to any resident or national of said countries, or to any person, organization, or entity on any of the restricted parties lists maintained by the U.S. Departments of State, Treasury, or Commerce. In addition, any SOFTWARE subject to this agreement may not be exported, reexported, or transferred to any end-user engaged in activities, or for any end-use, directly or indirectly related to the design, development, production, use, or stockpiling of weapons of mass destruction, e.g. nuclear, chemical, or biological weapons, and the missile technology to deliver them. 3. LIMITED WARRANTY BUENSOFT.COM WARRANTS ONLY THAT THE SOFTWARE WILL BE IN GOOD WORKING ORDER AND, FOR A PERIOD OF THIRTY (30 ) DAYS FROM THE INITIAL PURCHASE OF THE ASSOCIATED LICENSE KEY(S), WILL REPLACE, WITHOUT CHARGE, ANY SOFTWARE WHICH IS NOT IN GOOD WORKING ORDER. BUENSOFT.COM DOES NOT WARRANT THAT THE FUNCTIONS OF THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT SOFTWARE OPERATION WILL BE ERROR-FREE OR UNINTERRUPTED. BUENSOFT.COM HAS USED REASONABLE EFFORTS TO MINIMIZE DEFECTS OR ERRORS IN THE SOFTWARE. HOWEVER, YOU ASSUME THE RISK OF ANY AND ALL LIABILITY, DAMAGE OR LOSS FROM USE, OR INABILITY TO USE THE SOFTWARE. YOU UNDERSTAND THAT, EXCEPT FOR THE 30 DAY LIMITED WARRANTY RECITED ABOVE, BUENSOFT.COM, ITS AFFILIATES, CONTRACTORS, SUPPLIERS AND AGENTS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIM ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR WARRANTY AGAINST INFRINGEMENT. 4. EXCLUSIVE REMEDIES AND LIMITATIONS OF LIABILITIES YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY AGAINST BUENSOFT.COM, ITS AFFILIATES, CONTRACTORS, SUPPLIERS, AND AGENTS FOR LIABILITY, LOSS OR DAMAGE CAUSED IN ANY WAY BY THE SOFTWARE REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, SHALL BE THE REPLACEMENT OF BUENSOFT.COM INC. FURNISHED SOFTWARE WITHIN THE LIMITED WARRANTY PERIOD. THIS SHALL BE EXCLUSIVE OF ALL OTHER REMEDIES AGAINST BUENSOFT.COM, ITS AFFILIATES, CONTRACTORS, SUPPLIERS OR AGENTS, EXCEPT FOR YOUR RIGHT TO CLAIM DAMAGES FOR BODILY INJURY TO ANY PERSON. REGARDLESS OF ANY OTHER PROVISIONS OF THIS AGREEMENT, NEITHER BUENSOFT.COM NOR ITS AFFILIATES, CONTRACTORS, SUPPLIERS OR AGENTS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) SUSTAINED OR INCURRED IN CONNECTION WITH THE USE, OPERATION, OR INABILITY TO USE THE SOFTWARE. C. YOU AGREE THAT IN THE EVENT ANY CLAIM, SUIT OR PROCEEDING IS BROUGHT AGAINST BUENSOFT.COM IN CONNECTION WITH THE SOFTWARE OR THIS AGREEMENT, SUCH CLAIM, SUIT OR PROCEEDING WILL BE BROUGHT OR FILED IN THE COURTS OF THE STATE OF NEW JERSEY, UNITED STATES OF AMERICA, AND THAT ANY SUCH CLAIM, SUIT OR PROCEEDING WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA, WITHOUT REGARD TO ITS CHOICE OF LAW RULES. 5. SUPPORT, UPDATES, AND UPGRADES If you have obtained a license to use SOFTWARE during a defined annual period, you will be entitled to obtain support, upgrades and updates that BUENSOFT.COM makes available during that annual period, without additional charge. If you have obtained a perpetual license to use SOFTWARE (no-time-limit license with optional maintenance), you will only be entitled to 30 (thirty) days of upgrades and implementation support via email. You will also receive updates and upgrades if you have also obtained and paid for a valid maintenance agreement. All support will be provided in accordance with BUENSOFT.COM's support policy, which may be viewed at the following website: http://www.buensoft.com/gym/eng/supportpolicy.htm Notwithstanding any other provision in this License Agreement, while BUENSOFT.COM will use reasonable efforts to provide support, updates or upgrades, BUENSOFT.COM shall not be responsible for (i) any loss or damage to your property (software or hardware) that occurs in connection with the provision of support or while providing other services under this agreement, (ii) any interruption in the use of the SOFTWARE or any other third-party software or hardware operating in conjunction with the SOFTWARE, (iii) issues that arise as a result of third party software or hardware used in conjunction with the SOFTWARE, (iv) any damage to such third party software or hardware that occurs during the provision of support. 5. LICENSE TRANSFER If you have obtained a license to use the SOFTWARE based on your computer generated ESN (Electronic Serial Number) you will ONLY be able to TRANSFER your license to another computer if you follow the current license cancellation instructions inside the SOFTWARE in the computer where the original license was installed. 6. COMPLETE AGREEMENT YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND IT, AND THAT BY DOWNLOADING THE SOFTWARE YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT THIS AGREEMENT, TOGETHER WITH ANY APPLICABLE ADDENDUM APPLICABLE TO THE SOFTWARE, IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE RIGHTS AND LIABILITIES OF THE PARTIES. IN THE EVENT OF CONFLICT, THE PROVISIONS IN AN APPLICABLE ADDENDUM SHALL TAKE PRECEDENCE. THIS AGREEMENT AND ANY APPLICABLE ADDENDUM SUPERSEDE ALL PRIOR ORAL AGREEMENTS, PROPOSALS OR UNDERSTANDINGS, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.