End-User License Agreement

GIGAWIZ LTD. CO.
End-User License Agreement for the Gigawiz Application Software Aabel™
5 -Seat (Stand Alone) License

This End-User License Agreement ("Agreement" or "License") is a legal contract between you (a single organizational entity) ("You") and Gigawiz Ltd. Co. ("Gigawiz") for the Gigawiz software product identified above, which includes computer software and its resources and related documentation and support files accompanying this License (collectively, the "Software"). Any upgrades, modified versions, updates, add-on modules, and additions to the Software provided to You by Gigawiz at any time (collectively, "Update or Updates") are components of the Software and subject to the terms of this Agreement, unless they are accompanied by a separate agreement in which case the terms of that agreement will govern.

PLEASE READ THE TERMS OF THIS AGREEMENT CAREFULLY BEFORE PRESSING THE "AGREE" BUTTON DURING THE INSTALLATION, ACCESSING, OR USING THE SOFTWARE. BY INSTALLING, ACCESSING, 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, DO NOT INSTALL, DOWNLOAD, ACCESS, OR USE THE SOFTWARE.

1. General Grant of License.

The Software is not sold. Gigawiz grants You a non-exclusive, nontransferable license to use the Software only under the terms of this Agreement. This Agreement gives You limited rights to use the Software for the purposes described in related documentation. This Agreement does not grant You any ownership or intellectual property rights in the Software. The Software 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 are authorized to install the Software on up to five (5) organizationally owned on-site computers at a single location. You may not make the Software available over a network where a seat could be used by multiple computers at the same time: each seat is licensed as a single product that may not be shared concurrently on more than one computer or used by more than one Authorized User at a time. Authorized Users are employees or students permitted by You to use the Software under the terms of this Agreement.

2.2.

You may make or obtain one backup copy of the Software for archival purposes only.

2.3.

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 Software.

4. Updates.

If the Software is an Update to a previous version of the Software, You must possess a valid license to such previous version in order to use the Update. All Updates are provided to You on a license exchange basis, and each 5-seat Update can only replace one currently owned 5-seat license. For each seat, You may continue to use the previous version of the Software after You obtain the Update to assist You in the transition to the Update, provided that: (i) the Update and the previous version are installed on the same computer, and (ii) the previous version or copies thereof are not transferred to another party or device. No other use of the previous version(s) is permitted after installation of an Update.

5. Educational Software 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 to learn if You qualify.

6. Export Rules.

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

7. 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 Software, and destroy all copies of any portion of the Software in your possession.

8. Disclaimer of Warranties.

THE SOFTWARE IS PROVIDED "AS IS AND WITH ALL FAULTS" WITHOUT WARRANTY OR CONDITIONS OF ANY KIND. THE SOFTWARE MAY CONTAIN BUGS, ERRORS, OR OTHER PROBLEMS. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SOFTWARE IS AT YOUR SOLE RISK AND THAT YOU AGREE TO ACCEPT THE SOFTWARE "AS IS AND WITH ALL FAULTS". GIGAWIZ MAKES NO WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE, 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 SOFTWARE 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 SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. THE PROVISIONS OF SECTION 8 AND SECTION 9 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT, HOWEVER CAUSED, BUT THIS SHALL NOT IMPLY OR CREATE ANY CONTINUED RIGHT TO USE THE SOFTWARE AFTER TERMINATION OF THIS AGREEMENT.

9. Limitation of Liability.

IN NO EVENT SHALL GIGAWIZ, ITS MEMBERS, MANAGERS, EMPLOYEES, AND AFFILIATES (COLLECTIVELY REFERRED TO AS "GIGAWIZ" FOR THE PURPOSES OF SECTIONS 8 AND 9) 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 SOFTWARE WHETHER FORESEEABLE OR NOT, ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE SOFTWARE, 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 SOFTWARE, 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 SOFTWARE, IF ANY.

10. Government End Users.

The Software and related 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.

11. Controlling Law.

This Agreement will be governed by and construed in accordance with 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. This Agreement shall not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. 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 Software licensed hereunder 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.