IMPORTANT • PLEASE READ CAREFULLY

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND GATHERWORKS FOR THE SOFTWARE, WHICH INCLUDES COMPUTER SOFTWARE AND RELATED DOCUMENTATION. BY CLICKING ON THE "I AGREE" BUTTON BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE FOLLOWING TERMS AND AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE TO THESE TERMS, GATHERWORKS IS UNWILLING TO GRANT YOU THIS LICENSE AND YOU SHOULD CLICK ON THE "I DO NOT AGREE" BUTTON, IN WHICH CASE: (1) IF YOU RECEIVED THIS SOFTWARE ON MAGNETIC MEDIA OR CD-ROM, PROMPTLY RETURN THE UNUSED SOFTWARE TO THE PLACE FROM WHICH YOU OBTAINED IT; OR (2) IF YOU RECEIVED THIS SOFTWARE VIA DOWNLOAD FROM AN INTERNET WEB SITE, THEN YOU MUST DELETE ALL OF THE DOWNLOADED FILES AND YOU MAY OBTAIN A REFUND IN ACCORDANCE WITH THE REFUND POLICY OF SUCH INTERNET WEB SITE.

LICENSE

The Software and Documentation are licensed, not sold, to you. You have a nonexclusive and nontransferable license to install and use the associated Software and Documentation. This Software can only be used on the number of computers for which you have obtained a license from GATHERWORKS. You may physically transfer the Software from one computer to another provided that the Software is used on no more than one computer at a time. You agree that the Software and Documentation belong to GATHERWORKS. You agree to keep confidential and use your best efforts to prevent and protect the contents of the Software and Documentation from unauthorized disclosure or use. GATHERWORKS reserves all rights, title and interest to the Software and Documentation not expressly granted to you under this Agreement.

SCOPE OF LICENSE

The Software is licensed solely for your personal use or the internal business use of your business entity. This license gives you the right to install and use one (1) copy of the Software solely in combination with a single computer (the "Computer"). The Computer must be owned by you or your business entity, or provided to you under a third party agreement. Each separate person or business entity is required to obtain a separate license from GATHERWORKS for each Computer upon which the Software will be utilized. If the Software is installed on a network server or other system that allows shared access to the Software, you agree to limit use of the Software to the number of individuals for which you have acquired a license from GATHERWORKS. In addition, you agree to provide technical or procedural methods to prevent use of the Software by individuals not specifically licensed to use the Software pursuant to this Agreement. You shall not use any software or hardware, including, but not limited to "multiplexing" or "pooling" software or hardware, to reduce the number of direct connections to the Software from clients, workstations or computers. GATHERWORKS is not required to provide any maintenance or support services with respect to the Software under this Agreement. You may make one (1) copy of the Software for backup purposes if GATHERWORKS' copyright notice is included.

RESTRICTIONS

You are not permitted, nor can you allow any third party, to modify, translate, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restrictions) or create derivative works based on the Software or Documentation, or any portion thereof. You are not permitted, nor can you allow any third party, to copy the Software or Documentation except as specifically provided by this Agreement. The Software is licensed as a single product. You are not permitted, nor can you allow any third party, to separate the Software's component parts for use on more than one (1) computer. You are not permitted to sell, rent, lease, lend or otherwise transfer the Software or Documentation on a permanent or temporary basis. You are not permitted, nor can you allow any third party to remove any proprietary notices, labels or trademarks on the Software or Documentation. You are not permitted, nor can you allow any third party, to use GATHERWORKS or GATHERWORKS suppliers' name, logos, or trademarks in any manner including, without limitation, in your advertising or marketing materials, except to the minimum extent necessary to affix the appropriate copyright or other proprietary notices as required herein. You may not sublicense the Software, or assign, delegate or otherwise transfer this license or any of the related rights or obligations for any reason. Any attempt to make any such sublicense, assignment, delegation or other transfer by you shall be void.

UPGRADES

If this version of the Software is an upgrade from another version or other product, this upgrade License supersedes and replaces any previous License. You may use the Software only in conjunction with the upgraded product, unless you destroy the upgraded product.

OWNERSHIP & COPYRIGHT

All title, ownership rights, and intellectual property rights in and to the Software and Documentation and any copies thereof are vested in and shall remain in GATHERWORKS and/or its suppliers. You agree that you neither own nor hereby acquire any claim or right of ownership to the Software and Documentation or to any related patents, copyrights, trademarks or other intellectual property. You own only the magnetic or other physical media on which the Software and related Documentation are recorded or fixed. This license is not on sale of the original or any subsequent copy. The Software and the Documentation is protected by the copyright laws and other intellectual property laws of the United States and international treaties. You may not copy any Documentation. You may not copy the Software (or this license) except to provide the permitted backup copy and to load the Software into the computer as part of executing the Software. ANY AND ALL OTHER COPIES OF THIS SOFTWARE AND ANY COPY OF THE DOCUMENTATION MADE BY YOU ARE IN VIOLATION OF THIS LICENSE.

TERM AND TERMINATION

The license is effective until terminated. You may terminate this license at any time by destroying the Software and Documentation and the permitted backup copy. This license automatically terminates if you fail to comply with its terms and conditions. You agree that, upon such termination, you will destroy (or permanently erase) all copies of the Software and Documentation. You also agree that, upon termination, you will return the original Software and Documentation to GATHERWORKS, together with any other material you have received from GATHERWORKS in connection with the Software.

LIMITED WARRANTY

If the Software is provided on magnetic media or CD-ROM, GATHERWORKS warrants such media to be free from defects in materials and workmanship under normal use for ninety (90) days from date that you obtain the Software. EXCEPT FOR THIS LIMITED WARRANTY, THE SOFTWARE AND THE DOCUMENTATION ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. This warranty gives you specific legal rights and you may also have other rights, which vary, from jurisdiction to jurisdiction.

LIMITATION OF LIABILITY AND REMEDIES

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW: (I) GATHERWORKS' entire liability and your exclusive remedy in connection with the Software and the Documentation shall be that you are entitled to return the defective media containing the Software together with the Documentation to the merchant. At the option of the merchant, you may receive replacement media containing the Software and Documentation that conforms with the limited warranty or a refund of the amount paid by you; AND, (II) IN NO EVENT WILL GATHERWORKS BE LIABLE FOR ANY INDIRECT DAMAGES OR OTHER RELIEF ARISING OUT OF YOUR USE OR INABILITY TO USE THE SOFTWARE INCLUDING, BY WAY OF ILLUSTRATION AND NOT LIMITATION, LOST PROFITS, LOST BUSINESS OR LOST OPPORTUNITY, OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF SUCH USE OR INABILITY TO USE THE SOFTWARE, EVEN GATHERWORKS OR AN AUTHORIZED GATHERWORKS DEALER, DISTRIBUTOR OR SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY; AND, (III) GATHERWORKS' CUMULATIVE LIABILITY UNDER THIS AGREEMENT, UNDER ANY THEORY OF LIABILITY, SHALL NOT EXCEED THE AMOUNT YOU PAID FOR THE SOFTWARE AND DOCUMENTATION.

Some jurisdictions do not allow the exclusion or limitations of incidental or consequential damages so the above limitation or exclusion may not apply to you.

GENERAL.

This Agreement represents the complete and final agreement concerning the license granted hereunder and replaces any and all prior or contemporaneous understandings or agreements, written or oral, regarding the subject matter. This Agreement may be amended only by a writing executed by both parties. THE ACCEPTANCE OF ANY PURCHASE ORDER PLACED BY YOU IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS SET FORTH HEREIN, AND NOT THOSE IN YOUR PURCHASE ORDER. 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, and the remainder of this Agreement shall nonetheless remain in full force and effect. This Agreement shall be construed, governed, and enforced solely and exclusively by the law of the State of California, USA, excluding conflict of law provisions. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You hereby agree that the courts located in the State of California, USA, will constitute the sole and exclusive forum for the resolution of any and all disputes arising out of or in connection with this Agreement and you hereby irrevocably consent to the personal jurisdiction and venue of such courts and irrevocably waive any objections thereto. You may not assign this Agreement to any third party without first obtaining the express written consent of GATHERWORKS and any assignment by you without such consent shall be null and void. GATHERWORKS may freely assign this Agreement to any third party.

EXPORT CONTROLS .

The Software and related technology may not be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Sudan, or any other 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 installing or using the 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. In addition, you agree to comply with any other applicable U.S. export control laws and any local laws in your jurisdiction that may impact your right to import, export, or use the Software. By installing or using the Software, you are also representing and warranting that you will not use, or permit or authorize others to use, the Software in connection with the design, development, production, stockpiling or use of any chemical or biological weapons. You agree to defend, indemnify and hold GATHERWORKS harmless from any claims arising out of or relating to your violation of any such export control laws.

U.S. GOVERNMENT RESTRICTED RIGHTS LEGEND

The Software is a "commercial item" as that term is defined at 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Software with only those rights set forth therein