End-User License Agreement

GIGAWIZ LTD. CO.
SOFTWARE LICENSE AGREEMENT FOR SOFTWARE PROGRAM AABEL™
Concurrent-Use License

This End-User License Agreement ("Agreement" or "License") is a legal contract between you ("You" or "Licensee") and Gigawiz Ltd. Co. ("Gigawiz") for use of the Gigawiz software program Aabel™, which includes computer software and its resources (the "Software") and the Software user guide and support files (the "Software Documentation") accompanying this License (collectively the "Product"). Any upgrades, modified versions, updates, and additions to the Software provided by Gigawiz (collectively, "Updates") are components of the Software and subject to the terms of this Agreement, unless they are accompanied by separate terms.

PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE PRESSING THE "AGREE" BUTTON DURING THE INSTALLATION. BY PRESSING "AGREE" OR OTHERWISE USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THE TERMS OF THIS AGREEMENT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. YOU FURTHER ACKNOWLEDGE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE WITH THIS AGREEMENT, PRESS "DISAGREE" AND DO NOT INSTALL, COPY, DOWNLOAD, ACCESS OR USE THE PRODUCT.

1. General Grant of License.

The Product is not sold. Gigawiz grants You a nonexclusive, nontransferable license to use the Product only under the terms of this Agreement. This Agreement gives You limited rights to use the Software for the purposes described in the Software Documentation. This Agreement does not grant You any ownership or intellectual property rights to the Product in part or whole. The Product and any copies that you are authorized by Gigawiz to make are the intellectual property of and are owned by Gigawiz.

2. Permitted License Uses and Restrictions.

2.1.

You must acquire a concurrent-use license for the maximum number of machines that will use the Software simultaneously.

2.2.

You are authorized to distribute the Software to eligible end-users (full time and part time personnel within your internal network in a single geographic location) via a shared file server that uses the license metering software KeyServer® from Sassafras Software, Inc., with KeyAccess 6.1.0.2 or later.

2.3.

You agree to maintain the above-mentioned server's settings in such a way that the number of end-users actually using the Software concurrently does not exceed the number of licenses You currently own.

2.4.

To increase the number of concurrent users, you must order additional concurrent-use licenses.

2.5.

The concurrent-use licenses are organizationally owned and can not be registered or updated by individual end-users.

2.6.

The architecture, design, and source code of the Software are valuable trade secrets of Gigawiz. The Software is protected by United States Copyright Law and international treaty provisions. Except as and only to the extent expressly permitted in this Agreement or by applicable law, You may not copy, decompile, attempt to discover the source code or resources, reverse engineer, disassemble, modify, or create derivative works of the Software in whole or part, including translation to another language, computer language or format. THE SOFTWARE IS NOT INTENDED FOR USE IN MEDICAL DIAGNOSIS AND/OR TREATMENT OR FOR TESTING THE PERFORMANCE OF EQUIPMENT OR SYSTEMS WHERE THE SOFTWARE'S FAILURE TO PERFORM MAY RESULT IN PHYSICAL INJURY, PROPERTY DAMAGE, OR LOSS OF LIFE.

3. Transfer.

You may not rent, lease, lend, sell, redistribute, or sub-license the Product.

4. Educational Software Product Conditions.

If the Software accompanying this Agreement has been acquired as an educational license, You are not entitled to use the Software unless You qualify as an educational end-user. Please review the eligibility information for the use of an educational license on the Gigawiz website to learn if You qualify.

5. Export Rules.

You may not export or re-export the Product to any country prohibited by the United States Export Administration Act, or by other similar restrictions or regulations.

6. Termination.

If You fail to comply with the terms and conditions of this Agreement, your rights under any provision of this Agreement will terminate automatically without notice from Gigawiz. Upon termination of this Agreement, You shall cease all use of the Product, and destroy all copies of any portion of the Product in your possession.

7. Disclaimer of Warranties.

THE PRODUCT IS PROVIDED "AS IS AND WITH ALL FAULTS" WITHOUT WARRANTY OR CONDITIONS OF ANY KIND. THE PRODUCT MAY CONTAIN BUGS, ERRORS, OR OTHER PROBLEMS. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE PRODUCT IS AT YOUR SOLE RISK AND THAT YOU AGREE TO ACCEPT THE PRODUCT "AS IS AND WITH ALL FAULTS". GIGAWIZ MAKES NO WARRANTIES AND CONDITIONS WITH RESPECT TO THE PRODUCT, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. GIGAWIZ RESERVES THE RIGHT TO REVISE THE PRODUCT WITHOUT OBLIGATION TO NOTIFY ANY INDIVIDUAL OR ENTITY OF SUCH REVISIONS. GIGAWIZ DOES NOT AND CANNOT WARRANT THAT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE PRODUCT WILL MEET YOUR REQUIREMENTS, OR THAT THE PRODUCT WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT DEFECTS IN THE PRODUCT WILL BE CORRECTED. THE PROVISIONS OF SECTION 7 AND SECTION 8 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT, HOWEVER CAUSED, BUT THIS SHALL NOT IMPLY OR CREATE ANY CONTINUED RIGHT TO USE THE PRODUCT AFTER TERMINATION OF THIS AGREEMENT.

8. Limitation of Liability.

IN NO EVENT SHALL GIGAWIZ, ITS MEMBERS, MANAGERS, EMPLOYEES, AND AFFILIATES (COLLECTIVELY REFERRED TO AS "GIGAWIZ" FOR THE PURPOSES OF SECTIONS 7 AND 8) BE LIABLE TO YOU OR OTHERS FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF SAVINGS, LOSS OF DATA, LOSS OF BUSINESS INFORMATION, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES), RESULTING FROM ANY DEFECT IN THE PRODUCT WHETHER FORESEEABLE OR NOT, ARISING OUT OF THE USE OR INABILITY TO USE THE PRODUCT, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF GIGAWIZ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN PARTICULAR, GIGAWIZ SHALL HAVE NO LIABILITY FOR ANY DATA STORED IN OR USED WITH THE PRODUCT, INCLUDING THE COST OF RECOVERING SUCH DATA. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW. IN NO EVENT SHALL GIGAWIZ'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE PRODUCT, IF ANY.

9. Government End Users.

The Software program Aabel and the Software Documentation are "Commercial Items", as that term is defined in 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 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and the Commercial Computer Software Documentation are being licensed to U.S. Government end users (i) only as Commercial Items and (ii) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.

10. Controlling Law.

This Agreement shall be governed by the laws in force in the State of Oklahoma, as applied to agreements entered into and to be performed entirely within Oklahoma between Oklahoma residents. If any provision or portion of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, all other terms and conditions shall remain valid and in force. This Agreement contains the entire agreement between You and Gigawiz with respect to the use of the Product and supersedes all prior and contemporaneous understanding regarding such subject matter. No amendments to, or modification of this Agreement shall be binding unless in writing and signed by Gigawiz.