NeoCal Software License Agreement

YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THE ACCOMPANYING SOFTWARE, THE USE OF WHICH IS LICENSED BY HUDREN ANDROMEDA CONNECTION ("HAC") TO ITS CUSTOMERS FOR THEIR USE ONLY AS SET FORTH BELOW. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT INSTALL OR USE THE SOFTWARE. INSTALLING OR USING ANY PART OF THE SOFTWARE INDICATES THAT YOU ACCEPT THESE TERMS.

LICENSE: HAC grants you a nonexclusive, royalty-free license to use the accompanying software programs(s) (the "Software") subject to the terms and restrictions set forth in this License Agreement. Except as explicitly set forth below, (i) you are not permitted to lease or rent (except under separate mutually agreeable terms set forth in writing and signed by both parties), distribute or sublicense the Software or to use the Software in a time-sharing arrangement or in any other unauthorized manner; (ii) no license is granted to you in the human readable code of the Software (source code); and (iii) this License Agreement does not grant you any rights to patents, copyrights, trade secrets, trademarks, or any other rights in respect to the Software.

The Software is licensed to be used on multiple handheld computing devices provided you are and remain the primary user of each device. You may install the Software on multiple personal desktop computers only as necessary to support your use of the Software on such devices.

Except as described above, the Software and supporting documentation may be copied only as essential for backup or archive purposes in support of your use of the Software as permitted hereunder. You must reproduce and include all copyright notices and any other proprietary rights notices appearing on the Software on any copies that you make.

REGISTRATION: The Software may be used for a trial or evaluation period of thirty (30) days after which registration is required for continued use of the Software. Failure to register the Software through HAC or one of its authorized resellers will constitute termination of this License Agreement. Upon such termination you agree to destroy the Software and documentation, together will all copies and merged portions in any form.

REPRODUCTION AND DISTRIBUTION: You may reproduce or distribute copies of this Software provided each copy is a true and complete copy, including all copyright and trademark notices, and shall be accompanied by a copy of this License Agreement. You are specifically prohibited from charging, or requesting donations, for any such copies.

NO ASSIGNMENT; NO REVERSE ENGINEERING: You may not transfer or assign the Software or your rights under this License Agreement without the prior written consent of HAC. Modification, reverse engineering, reverse compiling, or disassembly of the Software is expressly prohibited.

EXPORT RESTRICTIONS: You agree that you will not export or re-export the Software or accompanying documentation (or any copies thereof) or any products utilizing the Software or such documentation in violation of any applicable laws or regulations of the United States or the country in which you obtained them.

TRADE SECRETS; TITLE: You acknowledge and agree that the structure, sequence and organization of the Software are the valuable trade secrets of HAC and its suppliers. You agree to hold such trade secrets in confidence. You further acknowledge and agree the ownership of, and title to, the Software and all subsequent copies thereof regardless of the form or media are held by HAC and its suppliers.

U.S. GOVERNMENT RESTRICTED RIGHTS: If the Software is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), then the Government's rights in the Software and accompanying documentation will be only as set forth in this License Agreement; this is in accordance with 48 CFR 227.7201 through 227.7202-4 (for Department of Defense (DOD) acquisitions) and with 48 CFR 2.101 and 12.212 (for non-DOD acquisitions).

TERM AND TERMINATION: This License Agreement is effective until terminated. You may terminate it at any time by destroying the Software and documentation together with all copies and merged portions in any form. It will also terminate immediately if you fail to comply with any term or condition of this License Agreement. Upon such termination you agree to destroy the Software and documentation, together with all copies and merged portions in any form.

GOVERNING LAW: This License Agreement shall be governed by the laws of the State of Colorado as such laws are applied to agreements entered into and to be performed entirely within Colorado between Colorado residents and by the laws of the United States. You agree that the United Nations Convention on Contracts for the International Sale of Goods (1980) is hereby excluded in its entirety from application to this License Agreement.

LIMITED WARRANTY: HAC warrants the media containing the Software for a period of ninety (90) days from the date of original purchase from HAC or its authorized retailer. Proof of date of purchase will be required. Any updates to the software provided by HAC (which may be provided by HAC at its sole discretion) shall be governed by the terms of this License Agreement. The sole obligation of HAC with respect to this express warranty shall be (at the discretion of HAC) to refund the purchase price paid by you for the Software on the defective media, or to replace the Software on new media. HAC makes no warranty or representation that its software products will meet your requirements or will work in combination with any hardware or applications software products provided by third parties, that the operation of the software products will be uninterrupted or error free, or that all defects in the Software will be corrected.

OBTAINING WARRANTY SERVICE: You must contact HAC's Customer Service within the applicable warranty period to obtain warranty service authorization. Dated proof of original purchase will be required. HAC is not responsible for your products or parts received without warranty service authorization.

WARRANTIES EXCLUSIVE: IF THE SOFTWARE MEDIA DOES NOT OPERATE AS WARRANTED ABOVE, YOUR SOLE REMEDY FOR BREACH OF THAT WARRANTY SHALL BE REPLACEMENT OF THE SOFTWARE ON NEW MEDIA OR REFUND OF THE PURCHASE PRICE PAID, AT THE OPTION OF HAC AND DEPENDENT UPON PRIOR AUTHORIZATION. TO THE FULL EXTENT ALLOWED BY LAW, THE FOREGOING WARRANTIES AND REMEDIES, ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, TERMS, OR CONDITIONS, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES, TERMS, OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND SATISFACTORY QUALITY. HAC NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSONS TO ASSUME FOR IT ANY OTHER LIABILITY IN CONNECTION WITH THE SALE, INSTALLATION, MAINTENANCE OR USE OF ITS PRODUCTS.

HAC shall not be liable under this warranty if its testing and examination disclose that the alleged defect in the product does not exist or was caused by your or any third person's misuse, neglect, improper installation or testing, unauthorized attempts to repair or modify, or any other cause beyond the range of the intended use, or by accident, fire, lightening, or other hazards or acts of God. This warranty does not apply when the malfunction results from the use of this product in conjunction with accessories, other products, or ancillary or peripheral equipment and HAC determines there is no fault with the product itself.

LIMITATION OF LIABILITY: TO THE FULL EXTENT ALLOWED BY LAW HAC ALSO EXCLUDES FOR ITSELF AND ITS SUPPLIERS ANY LIABILITY, WHETHER BASED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND, OR FOR LOSS OF REVENUE OR PROFITS, LOSS OF BUSINESS, LOSS OF INFORMATION OR DATA, OR OTHER FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH THE SALE, INSALLATION, MAINTENANCE, USE, PERFORMANCE, FAILURE, OR INTERRUPTION OF THIS PRODUCT, EVEN IF HAC OR ITS AUTHORIZED RESELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND LIMITS ITS LIABILITY TO THE REPLACEMENT OF THE SOFTWARE ON NEW MEDIA, OR REFUND THE PURCHASE PRICE PAID, AT THE OPTION OF HAC. THIS DISCALIMER OF LIABILITY FOR DAMAGES WILL NOT BE AFFECTED IF ANY REMEDY PROVIDED HEREIN SHALL FAIL OF ITS ESSENTIAL PURPOSE.

SEVERABILITY: In the event any provision of the License Agreement is found the be invalid, illegal or unenforceable, the validity, legality and enforceability of any of the remaining provisions shall not in any way be affected or impaired and a valid, legal and enforceable provision of similar intent and economic impact shall be substituted therefore. The headings used in this Agreement are for convenience only and shall not be considered part of the Agreement.

ENTIRE AGREEMENT: This License Agreement sets forth the entire understanding and agreement between you and HAC, supersedes all prior agreements, whether written or oral, with respect to the Software and subject matter hereof, and may be amended only in writing signed by both parties.