ENGINEERED SOFTWARE, INC.

LICENSE AGREEMENT
IMPORTANT-READ CAREFULLY: This License Agreement (the "Agreement") is a legal
agreement between you (either an individual or a single entity) (the "Licensee")
and ENGINEERED SOFTWARE, INC. ("Engineered Software") for the software product
identified below (the "Licensed Program"). By installing, copying, or otherwise
using the Licensed Program, Licensee agrees to be bound by the terms of this
Agreement. If Licensee does not agree to the terms of this Agreement, Licensee may
not install or use the Licensed Program; Licensee may, however, return the Licensed
Program to the place of purchase for a full refund excluding shipping costs.
1. DEFINITIONS.
"Licensed Program" means the ENGINEERED SOFTWARE computer program and associated
electronic files, as indicated on the labeling on your software package or
downloaded file.
"Program Documentation" means any written or printed material for the Licensed
Program provided by or through ENGINEERED SOFTWARE.
�Concurrent User License� means a license purchased from ENGINEERED SOFTWARE to
enable a single user to access the Licensed Program.
�Stand Alone Version� means a license for ONE (1) Concurrent User License, with
access provided by a Hardware Key.
�Enterprise Version� means a license for ONE or MORE Concurrent User Licenses, with
access provided by a Software License File.
2. LICENSE; RESERVATION OF RIGHTS.
Subject to Licensee's compliance with the terms and conditions of this Agreement,
ENGINEERED SOFTWARE grants to Licensee a non-exclusive, non-transferable license to
(a) install, use and provide concurrent access to the Licensed Program; provided
that at any one time the number of concurrent users of the Licensed Program does
not exceed the number of concurrent user licenses purchased, and (b) use the
Program Documentation. Title and proprietary rights to the Licensed Program and
Program Documentation, as well as any updates, supplements, add-on components, or
maintenance upgrades of the Licensed Program, will remain with ENGINEERED SOFTWARE.

Licensee may use the Licensed Program within a virtual (or otherwise emulated)
hardware system provided that the virtual system is not used to enable concurrent
access to the Licensed Program by more than the number of concurrent user licenses
purchased.
All license holders will be issued either a Hardware Key (Stand Alone versions) or
a License File (Enterprise versions) which will enable the Licensed Software to run
for the purchased number of users for a period of one (1) year. This Hardware Key
or License File will be renewed annually.
Limited program functionality may be provided when running the program without a
License. ALl other terms of this agreement apply to Licensee when utilizing this
limited functionality.
ENGINEERED SOFTWARE reserves all rights not expressly granted hereunder.
3. RESTRICTIONS.
Licensee may not decompile, disassemble, or otherwise reverse engineer the Licensed
Program or any portion thereof. Licensee is prohibited from making any
modifications, adaptations, enhancements, changes, or derivative works of the
Licensed Program.
Licensee may not sell, lease, assign, sublicense, distribute, or otherwise transfer
this Agreement, the Licensed Program, or the Program Documentation, except that
Licensee may assign this Agreement to a successor by merger, sale of substantial
assets, or other corporate reorganization if the successor entity notifies
ENGINEERED SOFTWARE of the assignment and agrees in writing to assume all of the
obligations of Licensee.
Licensee agrees not to provide or otherwise make available the Licensed Program or
the Program Documentation, in any form to any person without prior written consent
of ENGINEERED SOFTWARE, except for purposes specifically related to Licensee's use
of the Licensed Program by its own employees or other persons acting on behalf of
Licensee.
It is the responsibility of Licensee to insure that licenses are provided only to
users who are authorized to act on behalf of the company, including employees
thereof. It is a violation of the terms of this agreement to provide license
access to subcontractors (other than contractors or consultants acting on behalf of
Licensee) or employees of other unrelated companies.
Licensee may not use the Licensed Program to provide a local or remote application
service for any unrelated third party or to any party for a fee.
4. TERM.
The term of this Agreement shall commence upon registration or first use of the
Licensed Program, whichever comes first, and shall be valid so long as Licensee
complies with the terms and conditions set forth herein. ENGINEERED SOFTWARE may
terminate this Agreement upon notice to Licensee for failure of Licensee to comply
with the terms and conditions hereof. Within five (5) days of such notice,
Licensee must destroy the Licensed Program and Product Documentation and all
reproductions, in whole or in part, in Licensee's possession.
5. REPRODUCTION.
The Licensed Program and Program Documentation are copyrighted by ENGINEERED
SOFTWARE. Licensee is not authorized to reproduce Program Documentation. Licensee
may make one copy of the distribution version of the Licensed Program solely for
backup purposes and may reasonably back up computers on which the Licensed Program
is installed in accordance with Licensee's standard backup policies.
6. LIMITED WARRANTY; DISCLAIMER OF WARRANTIES.
ENGINEERED SOFTWARE warrants the media on which the Licensed Program is furnished
to be free from defects in materials and workmanship under normal use for a period
of thirty (30) days from the date of delivery to Licensee.
ENGINEERED SOFTWARE does not warrant that the functions contained in the Licensed
Program will meet Licensee's requirements or that the operation of the Licensed
Program will be uninterrupted or error-free.
ENGINEERED SOFTWARE has no control over the conditions under which Licensee uses
the Licensed Program or any update of the Licensed Program, and does not and cannot
warrant the results obtained by such use.
ENGINEERED SOFTWARE does not warrant any unlicensed copy or update of the Licensed
Program or any Program Documentation.
ENGINEERED SOFTWARE DOES NOT WARRANT ANY ASPECT OF THE LICENSED PROGRAM, INCLUDING
ANY OUTPUT OR RESULTS OF THE LICENSED SOFTWARE, UNLESS AGREED TO IN WRITING. THE
LICENSED PROGRAM IS BEING PROVIDED "AS IS" AND WITH ALL FAULTS, WITHOUT ANY
WARRANTY OF ANY TYPE OR NATURE, EITHER EXPRESS OR IMPLIED. EXCEPT AS EXPRESSLY
PROVIDED IN THIS SECTION, ENGINEERED SOFTWARE EXPRESSLY DISCLAIMS ANY AND ALL
WARRANTIES, EXPRESS OR IMPLIED, AND REPRESENTATIONS OF ANY KIND WITH REGARD TO ANY
SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT,
ACCURACY OF INFORMATION OR RESULTS, LACK OF VIRUSES, OR TITLE.
ENGINEERED SOFTWARE DOES NOT WARRANT THAT ACCESS TO OR USE OF ITS WEB SITE OR THE
SERVICES PROVIDED THEREUNDER, WILL BE UNINTERRUPTED OR ERROR-FREE.
THE LICENSED PROGRAMS ARE NOT INTENDED AS CONSUMER GOODS UNDER THE LAW OF ANY
STATE.
7. REGISTERED USER BENEFITS AND CONSENT TO USE OF DATA.
After ENGINEERED SOFTWARE has received the Licensee's registration information,
normally via a Web Registration form designated by ENGINEERED SOFTWARE, Licensee
will become a Registered User. As a Registered User, Licensee will receive notices
of updates to the Licensed Program via the contact information provided for at
least one (1) year. Also, for thirty (30) days after execution Licensee may
contact ENGINEERED SOFTWARE at the phone number and/or e-mail address provided in
the Licensed Program or help file to discuss questions about the installation and
use of the Licensed Program. Any other maintenance or support programs offered to
others by ENGINEERED SOFTWARE with respect to the Licensed Program shall be offered
to Licensee on a comparable basis.
Licensee agrees that ENGINEERED SOFTWARE and its affiliates may collect and use
technical information gathered as part of the product support services provided to
Licensee, if any, related to the Licensed Program. ENGINEERED SOFTWARE may use this
information solely to improve its products or to provide customized services or
technologies to Licensee and will not disclose this information in a form that
identifies Licensee.
8. ADDITIONAL SOFTWARE.
This Agreement applies to updates, supplements, add-on components, or maintenance
upgrades of the Licensed Program that ENGINEERED SOFTWARE may provide or make
available to Licensee, unless ENGINEERED SOFTWARE provides other terms along with
the update, supplement, add-on component, or Internet-based services component.
ENGINEERED SOFTWARE reserves the right to discontinue any Internet-based services
provided or made available through the use of the Licensed Program.
9. LIMITATIONS OF REMEDIES AND DAMAGES; ASSUMPTION OF RISK.
Subject to the indemnification provisions of this Agreement, ENGINEERED SOFTWARE'S
entire liability and Licensee's exclusive remedy will be the replacement of any
media that does not meet ENGINEERED SOFTWARE'S "LIMITED WARRANTY" and that is
returned to ENGINEERED SOFTWARE with a copy of Licensee's receipt. If ENGINEERED
SOFTWARE is unable to deliver a replacement media that is free of defects in
materials or workmanship, Licensee may terminate this Agreement by returning the
Licensed Program and the amount paid for the Licensed Program will be refunded.
IN NO EVENT, UNLESS REQUIRED BY APPLICABLE LAW OR AGREED TO IN WRITING, SHALL
ENGINEERED SOFTWARE BE LIABLE FOR ANY LOSS, EXPENSE OR DAMAGE, OF ANY TYPE OR
NATURE ARISING OUT OF THE USE OF, INABILITY TO USE, OR RESULTS OBTAINED THROUGH USE
OF THE LICENSED PROGRAM, INCLUDING ANY AND ALL INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE,
BUSINESS, SAVINGS, DATA, USE OR COST OF SUBSTITUTE PROCUREMENT, INCURRED BY
LICENSEE OR ANY THIRD PARTY, IN ANY TYPE OF ACTION, INCLUDING AN ACTION IN CONTRACT
OR TORT, EVEN IF ENGINEERED SOFTWARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES OR IF SUCH DAMAGES ARE FORESEEABLE. LICENSEE ACKNOWLEDGES THAT THE
LIMITATIONS OF LIABILITY IN THIS SECTION AND IN THE OTHER PROVISIONS OF THIS
AGREEMENT AND THE ALLOCATION OF RISK HEREIN ARE AN ESSENTIAL ELEMENT OF THE BARGAIN
BETWEEN THE PARTIES, WITHOUT WHICH ENGINEERED SOFTWARE WOULD NOT HAVE ENTERED INTO
THIS LICENSE AGREEMENT.
THE RISK OF ANY AND ALL LOSS, DAMAGE, OR UNSATISFACTORY PERFORMANCE OF THE LICENSED
PROGRAM RESTS WITH THE LICENSEE. TO THE EXTENT PERMITTED BY LAW, ENGINEERED
SOFTWARE DOES NOT MAKE ANY REPRESENTATION OR WARRANTY REGARDING THE APPROPRIATENESS
OF THE USE, OUTPUT, OR RESULTS OBTAINED BY THE USE OF THE LICENSED PROGRAM IN TERMS
OF CORRECTNESS, ACCURACY, RELIABILITY, BEING CURRENT OR OTHERWISE. NOR DOES
ENGINEERED SOFTWARE HAVE ANY OBLIGATION TO CORRECT ERRORS, MAKE CHANGES, SUPPORT
THE LICENSED PROGRAM DOCUMENTATION, DISTRIBUTE UPDATES, OR PROVIDE NOTIFICATION OF
ANY ERROR OR DEFECT, KNOWN OR UNKNOWN. SHOULD THE LICENSED PROGRAM PROVE
DEFECTIVE, LICENSEE ASSUMES THE COST OF ALL LOSSES, INCLUDING, BUT NOT LIMITED TO,
ANY NECESSARY SERVICING, REPAIR OR CORRECTION OF ANY PROPERTY INVOLVED.
10. INDEMNIFICATION
ENGINEERED SOFTWARE, at its own expense, will defend any action brought against the
Licensee to the extent that it is based on a claim that the Licensed Program or any
update of the Licensed Program used within the scope of this Agreement infringes
any patent, copyright, license, trade secret, or other proprietary right, provided
ENGINEERED SOFTWARE is notified in writing of such claim within five (5) calendar
days of Licensee receiving any notice of such claim and Licensee provides
ENGINEERED SOFTWARE with reasonable assistance and full information with respect to
such claim. ENGINEERED SOFTWARE shall have the right to control the defense of all
such claims, lawsuits, and other proceedings. In no event shall Licensee settle
such claim, lawsuit, or proceeding without ENGINEERED SOFTWARE's prior written
approval. ENGINEERED SOFTWARE shall have no liability for any claim under this
Section if a claim for patent, copyright, license, or trade secret infringement is
based on the use of a superseded or altered version of the Licensed Program if such
infringement would have been avoided by use of the latest, unaltered version of the
Licensed Program available.
TO THE EXTENT PERMITTED BY LAW THROUGH THIS LICENSE, LICENSEE AGREES TO INDEMNIFY
AND HOLD HARMLESS ENGINEERED SOFTWARE, ITS OFFICIALS AND EMPLOYEES, FROM AND
AGAINST ALL CLAIMS, LIABILITIES, LOSSES, CAUSES OF ACTION, DAMAGES, JUDGMENTS, AND
EXPENSES, INCLUDING THE REASONABLE COST OF ATTORNEYS' FEES AND COURT COSTS, FOR
INJURIES OR DAMAGES TO THE PERSON OR PROPERTY OF THIRD PARTIES, INCLUDING, WITHOUT
LIMITATIONS, CONSEQUENTIAL DAMAGES AND ECONOMIC LOSSES, THAT ARISE OUT OF OR IN
CONNECTION WITH LICENSEE'S USE, MODIFICATION, OR DISTRIBUTION OF THE LICENSED
PROGRAM, ITS OUTPUT, OR THE PROGRAM DOCUMENTATION.
11. EXPORT RESTRICTIONS.
Licensee acknowledges that the Licensed Program is subject to U.S. export
jurisdiction. Licensee agrees to comply with all applicable international and
national laws that apply to the Licensed Program, including the U.S. Export
Administration Regulations, as well as end-user, end-use, and destination
restrictions issued by U.S. and other governments.
12. U.S. GOVERNMENT LICENSE RIGHTS.
If provided to the U.S. Government pursuant to solicitations issued on or after
December 1, 1995, the Licensed Program is provided with the commercial license
rights and restrictions described elsewhere herein. The Licensed Program provided
to the U.S. Government pursuant to solicitations issued prior to December 1, 1995,
is provided with "Restricted Rights" as provided for in FAR, 48 CFR 52.227-14 (JUNE
1987) or DFAR, 48 CFR 252.227-7013 (OCT 1988), as applicable.
13. MISSION CRITICAL APPLICATIONS
The Licensed Program is not intended for use to operate nuclear facilities, life
support or other medical equipment, manufacturing or construction equipment,
weapons systems, aircraft or nautical navigation or communication systems, air
traffic control systems or for any other mission critical application where human
life or property may be at risk. Licensee understands that the Licensed Program is
not designed for such purposes and that its failure in such cases could lead to
death, personal injury, or severe property or environmental damage for which
ENGINEERED SOFTWARE is not responsible.
14. MISCELLANEOUS.
This Agreement is the entire agreement between the parties relating to the license
of the Licensed Program and the Program Documentation, which supersedes any oral or
advertising representations and/or the terms of any correspondence or purchase
orders. This Agreement may not be modified except by a writing signed by an
authorized representative of ENGINEERED SOFTWARE. The laws of the State of
Washington will govern this Agreement and both parties consent to exclusive
jurisdiction and venue in the state and federal courts sitting in either Thurston
County or King County, Washington. Licensee waives all defenses of lack of
personal jurisdiction and forum non conveniens. Process may be served on either
party in the manner authorized by applicable law or court rule. The prevailing
party in any legal action brought to enforce this Agreement will be entitled to
legal fees and costs.