LICENSE AGREEMENT 04/23/2007 Read Carefully Before Installing the Software Product Customer: THE SOFTWARE PRODUCTS (AS DEFINED LATER BELOW) CONTAIN COPYRIGHTS, TRADE SECRETS AND OTHER INTELLECTUAL PROPERTY RIGHTS BELONGING TO APTECH SYSTEMS, INC. ("APTECH"). THE SOFTWARE PRODUCTS MAY BE INSTALLED, COPIED, DISPLAYED, EXECUTED, OR USED IN ANY OTHER FASHION ONLY IN ACCORDANCE WITH THE TERMS OF THIS LICENSE AGREEMENT AND WHICHEVER SUPPLEMENTAL LICENSES APPLY TO THE SOFTWARE PRODUCTS PURCHASED BY CUSTOMER. THE LICENSE AGREEMENT AND APPLICABLE SUPPLEMENTAL LICENSES ARE HEREINAFTER COLLECTIVELY REFERRED TO AS THE "LICENSE AGREEMENT" OR "AGREEMENT". THE TERMS "YOU" OR "LICENSEE" MEAN CUSTOMER, AND THE TERM "YOUR" MEANS "CUSTOMER'S". YOU MAY NOT INSTALL, COPY, DISPLAY, EXECUTE OR USE IN ANY OTHER FASHION THE SOFTWARE PRODUCTS EXCEPT IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE LICENSE AGREEMENT. BY ANY USE OF ANY SOFTWARE PRODUCT, YOU ARE DEEMED TO HAVE ACCEPTED, AND YOU ARE BOUND BY, ALL THE TERMS AND CONDITIONS OF THE LICENSE AGREEMENT (INCLUDING WITHOUT LIMITATION THE SUPPLEMENTAL LICENSE APPLICABLE TO SUCH SOFTWARE PRODUCT). IN ORDER TO USE SOFTWARE PRODUCTS, YOU MAY BE REQUIRED TO OBTAIN A UNIQUE LICENSE CODE OR CODES FROM APTECH TO ENABLE INSTALLATION, COPYING, DISPLAY, EXECUTION AND OTHER USE OF THE SOFTWARE PRODUCT. IF YOU DO NOT ACCEPT AND AGREE TO THE TERMS AND CONDITIONS OF THE LICENSE AGREEMENT, YOU ARE PROHIBITED FROM INSTALLING, COPYING, DISPLAYING, EXECUTING OR USING IN ANY OTHER FASHION THE SOFTWARE PRODUCT. VIOLATION (I) CONSTITUTES INFRINGEMENT, MISAPPROPRIATION AND CONVERSION OF APTECH'S COPYRIGHTS, TRADE SECRETS, AND OTHER INTELLECTUAL PROPERTY RIGHTS, (II) WILL SUBJECT THE INFRINGER TO SIGNIFICANT CIVIL LIABILITIES FOR DAMAGES (INCLUDING WITHOUT LIMITATION STATUTORY DAMAGES) AND OTHER REMEDIES AND LIABILITIES, AND (III) MAY CONSTITUTE VIOLATION OF CRIMINAL LAWS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, YOU MAY, WITHIN 30 DAYS OF PURCHASE AS EVIDENCED BY THE VENDOR'S RECEIPT AND/OR INVOICE, CONTACT THE VENDOR WHO SOLD YOU A SOFTWARE PRODUCT FOR ANY REFUND OR CREDIT AS MAY BE ALLOWED BY THE VENDOR'S PRODUCT RETURN POLICIES. IF, HOWEVER, YOU PURCHASED A SOFTWARE PRODUCT DIRECTLY FROM APTECH, YOU MAY RETURN THE SOFTWARE PRODUCT, EXCLUDING SOFTWARE UPDATES AND CONVERSIONS, AND THE PURCHASE PRICE WILL BE REFUNDED IN FULL ONLY IF CUSTOMER: (1) CONTACTS APTECH FOR A RETURN AUTHORIZATION NUMBER WITHIN 30 DAYS FROM DATE OF PURCHASE OF SUCH SOFTWARE PRODUCT AS EVIDENCED BY THE SOFTWARE PRODUCT RECEIPT/INVOICE; (2) RETURNS THE PACKAGE CONTAINING THE SOFTWARE PRODUCT AND ITS DOCUMENTATION, MEDIA AND ALL RELATED ITEMS TO APTECH SYSTEMS, INC. IN UNDAMAGED AND RESALABLE CONDITION; AND CERTIFIES IN WRITING THAT CUSTOMER HAS NOT KEPT, DISTRIBUTED, SHARED, SOLD, LOANED ANY COPY OF THE SOFTWARE PRODUCT OR OTHERWISE VIOLATED THE LICENSE AGREEMENT. IF CUSTOMER IS PURCHASING A SOFTWARE PRODUCT THAT IS AN UPGRADE OF AN EARLIER VERSION OF AN APTECH SOFTWARE PRODUCT, THEN THIS AGREEMENT SHALL SUPERSEDE THE TERMS AND CONDITIONS OF THE LICENSE THAT APPLIED TO THE EARLIER VERSION, AS OF THE DATE OF INSTALLATION OF THE UPGRADE. Section 1. DEFINITIONS. a. "Intellectual Property" means collectively the following: inventions, whether or not patented, copyrights, design rights, publicity rights, trade secrets, and any and all forms of intellectual property rights, whether tangible or intangible form, and all copies of Intellectual Property incorporated or embodied in any format or media, print, electronic, digital, magnetic, and all other forms, presently existing or that may be hereafter discovered. b. The terms "Software Product" or "Software Products" mean ONLY the software program or software programs from those listed below that Customer purchased AND that is or are specifically identified in Aptech's invoice or invoices, including without limitation, applications, help files, libraries, source code, executables, applets, user manuals and documentation, technical manuals, systems manuals, keyboard function strips, all other products included in any package, box or container, and all associated Intellectual Property for all computer operating systems ("Platforms"): -GAUSS Mathematical & Statistical System(TM) ("GAUSS" or "GAUSS System") -GAUSS Data Tool(TM) -GAUSSplot(TM) -GAUSS Light(TM) -GAUSS Engine(TM) Products: . GAUSS Engine Personal Edition(TM) . GAUSS Engine Pro(TM) . GAUSS Engine for Workgroups (TM) . GAUSS Enterprise Engine(TM) . GAUSS Run-Time Engine (GRTE)(TM) (GRTE is included in some of the GAUSS Engine Products.) -GAUSS Run-Time Module (GRTM)(TM) -GAUSS(TM) Applications: . Algorithmic Derivatives . Constrained Optimization . Constrained Maximum Likelihood / Constrained Maximum Likelihood MT . Curve Fit . Descriptive Statistics / Descriptive Statistics MT . Discrete Choice . FANPAC(TM) / FANPAC(TM) MT . Linear Programming / Linear Programming MT . Linear Regression / Linear Regression MT . Loglinear Analysis / Loglinear Analysis MT . Maximum Likelihood / Maximum Likelihood MT . Nonlinear Equations / Nonlinear Equations MT . Optimization . Time Series / Time Series MT -Graphics Editor for GAUSS c. "Person" means a natural Person or any form of organization or entity including, but not limited to, corporations, partnerships, associations, and governmental units. d. "Customer" refers to the Person subject to this License Agreement and each Registered User to whom the Customer transfers rights in accordance with the terms of this Agreement. e. "Initial Customer" means the Customer who initially Purchases (or otherwise obtains from Aptech) the Software Product. f. To "Copy" a Software Product means to create a copy or representation of any portion of it in or on any medium or format, whether tangible or intangible, physical, electronic, magnetic, optical, or otherwise. A "Copy" refers to the representation thus created. g. To "Disclose" a Software Product means to allow or authorize any Person to possess, use, or Copy any portion of it. h. "Registration Form" means the user registration form accompanying the GAUSS System or GAUSS Engine Software Products, and any other user registration forms accompanying any of the Software Products. i. "Licensee" or "Registered User" means the end-user that has submitted a Registration Form to Aptech for GAUSS System or GAUSS Engine Software Products. j. "Single User License" is a license for one individual end-user to install and use/access the Software Product on one stand-alone computer at any one time. k. "Supplemental License" refers to the additional terms and conditions applicable to the forms of licenses that do not constitute a Single User License. l. "Network" means a computer that is connected to other computers. m. The terms "Payment", "Purchased", "Paid For" and/or "Paid-For" include both payments made in U.S. Dollars (or other authorized currency) in exchange for Software Products as well as Software Products otherwise lawfully obtained by Customer from Aptech. An invoice from Aptech describes each and every Software Products provided to Customer, Supplemental Licenses granted (discussed below) and any applicable License Fees due Aptech. n. "Noncommercial" means that the software program or source code written or developed by Licensee using the Software Product in the development or creation of such software program or source code is NOT sold to other Persons. o. "Update" means that the Customer has purchased a higher version of the Software Product and replaces and terminates the licensed use of an earlier version of that Software Product. p. "Conversion" or "Converts" means that the Customer has purchased a Software Product that replaces and terminates the licensed use of another Software Product. q. "Academic" means that the Software Product is used at a qualified Academic Institutions by any person who attends or is employed by an accredited educational institution for teaching, student, classroom, and Noncommercial research and other educational purposes. Section 2. LICENSE. a. Subject to Payment of the license fee and other charges payable to Aptech Systems, Inc. ("Aptech") specified on the Software Product Invoice (or unless otherwise granted by Aptech) and subject to other terms and conditions of the License Agreement, Aptech grants to Customer a nonexclusive limited license to use the Software Product packaged with this License Agreement, as hereinafter described. b. The Single User license granted by the License Agreement applies to any Customer who has not also Purchased (or otherwise been granted from Aptech) and accepted the terms and conditions of a Supplemental License. If the Customer has also Purchased (or otherwise been granted from Aptech) and accepted a Supplemental License, the Supplemental License's terms and conditions will apply to the Customer to the extent they modify, enlarge or replace the Single User terms and conditions. Except as modified in a Paid-For (or otherwise granted from Aptech) Supplemental License, the Single User License and all of its terms and conditions shall remain unchanged and fully in effect. If Customer has Paid For (or has otherwise been granted from Aptech) a Supplemental License, the terms and conditions of the Single User License are incorporated by reference into the Supplemental License except as the Supplemental License may modify, enlarge or replace any specific term or condition of the Single User terms and conditions. In the event Customer Updates or Converts a Software Product to a higher version or new Software Product, the Customer's right to Copy, transfer, loan, rent, lease or sublicense, assign, convey, sell, mortgage, or pledge prior versions of the Updated or Converted Software Product is terminated. c. IF YOU HAVE PURCHASED (OR HAVE OTHERWISE BEEN GRANTED FROM APTECH) ANY ONE OR MORE OF THE SUPPLEMENTAL LICENSES LISTED BELOW, THEN YOU ARE ALSO BOUND BY ALL THE TERMS AND CONDITIONS IN THE PAID-FOR SUPPLEMENTAL LICENSE (AS LATER DESCRIBED). SUPPLEMENTAL LICENSES ARE OF THE FOLLOWING KINDS: -NETWORK/SERVER LOCKED/ or CLASSROOM KIT LICENSES - See Part 1 -INSTRUCTIONAL LAB/ or CLASSROOM LICENSES - See Part 2 -SITE LICENSE - See Part 3 -GAUSS ENGINE PERSONAL EDITION / GAUSS ENGINE PRO / GAUSS ENGINE FOR WORKGROUPS / GAUSS ENTERPRISE ENGINE - See Part 4 -GAUSS RUN TIME ENGINE (GRTE) - See Part 4 -GAUSS RUN TIME MODULE LICENSE - See Part 5 -OTHER NOTICES - See Part 6 > GAUSSplot & TECPLOT EDGE > PTHREADS-WIN 32 > QT > IJG Software READ THE APPLICABLE SUPPLEMENTAL LICENSE FOUND AT THE END OF THIS LICENSE AGREEMENT FOR ALL APPLICABLE TERMS AND CONDITIONS. d. Aptech reserves all rights to the Software Products not specifically granted herein. e. THIS SECTION 2.e. DESCRIBES THE SINGLE USER LICENSE GRANTS. 1) SO LONG AS NO TERM OR CONDITION OF THIS LICENSE AGREEMENT AND ANY SUPPLEMENTAL LICENSE IS BREACHED, CUSTOMER MAY: A. Only use the Software Product on a single computer at any one time. GAUSS Application Software Products must be the same Platform as the registered Copy of the GAUSS Mathematical and Statistical System, GAUSS Light or GAUSS Engine Software Products that is being used with the GAUSS Application Software Product; B. Only use the GAUSS Light Software Product for NONCOMMERCIAL PURPOSES; C. Transfer or use the Software Product from one computer to another over a Network (whether an intranet, internet, wide-area network, local area network, or any other form of network) only if Customer has obtained the separate applicable Supplemental License from Aptech, and provided that such transfer or use is in accordance with the terms and conditions of the applicable Supplemental License; D. Transfer the Software Product to another Person provided that: (i) the transferor Customer provides Aptech with a written notice of change of Registered User; (ii) the transferor Customer has erased, deleted and destroyed all copies of the Software Product which remain in Customer's possession or control; (iii) the transferor Customer transfers the original Media and all documentation, including a copy of the License Agreement to the transferee Registered User; (iv) the Software Product being transferred is the Customer's latest registered version; (v) in any such transfer, although the transferor Customer's right to install, Copy or use the Software Product is terminated, the transferor Customer shall remain obligated and liable to Aptech for any breaches of the License Agreement occurring prior to the transfer; and (iv) the transferee Registered User agrees to all of the terms and conditions of the License Agreement; E. Make a reasonable number of copies of the online documentation for personal use; F. Make one Copy of the Software Product for use as a backup Copy, or for use by Licensee with a Single User License on a home computer, except as restricted by Section 2.f. below, where the original Software Product is stored; provided that: (i) the Copy includes all notices of copyright and all other proprietary rights appearing in and on the Software Product; (ii) the Copy and the original Software Product are not in use at the SAME time; (iii) Customer establishes a procedure for accounting for the Copy at all times; and (iv) Customer destroys or returns to Aptech the Copy when it is no longer required; and G. Only when used with the GAUSS System or GAUSS Engine Software Products and for personal and Noncommercial use, modify those portions of any GAUSS Applications program that are provided in a source code form, or alter, merge, modify or adapt the GAUSS Applications or GAUSS Run-Time Library Code (GRLC) Software Products in any way; provided that any file using any such portions in whole or in part of, or comprising a derivative of, the GAUSS Application or GRLC source code, must include all notices of copyright and proprietary rights appearing in and on the Software Product. IF YOU WISH TO DISTRIBUTE ANY PORTION OF THE GAUSS APPLICATION OR GRLC SOURCE CODE, IN WHOLE OR IN PART, YOU MUST FIRST OBTAIN WRITTEN PERMISSION FROM APTECH SYSTEMS. 2) YOU MAY NOT: A. Electronically transfer the Software Product from one computer to another over a network unless you have lawfully obtained the applicable Supplemental License from Aptech authorizing such use; B. Modify or translate those portions of any Software Product program that are provided in an object or source code form, or alter, merge, modify, reverse engineer or adapt the Software Product in any way including disassembling or decompiling, except as provided in subsection 2.e.(1) above, without the prior written consent of Aptech; C. Copy, loan, rent, lease or sublicense, assign, convey, sell, mortgage, pledge, or in any manner use or transfer all or any of Customer's rights and obligations under this Agreement or in any Software Product, except as provided in subsection 2.e.(1) above, without Aptech's prior written consent; D. Copy, loan, rent, lease or sublicense, assign, convey, sell, mortgage, pledge, or in any manner use or transfer Software Products that have been Updated to a higher version of the Software Product OR Converted to a new Software Product; and E. Install or Use the Software Product on a laptop computer, unless Licensee has purchased and is current with Premier Support or the Licensee's desktop or home use computer is a laptop computer. Section 3. LIMITED WARRANTIES Only the limited warranties expressly described in this Section 3 are made to the Initial Customer installing the software who has submitted a Registration Form to Aptech; and no warranty of any kind, whether express or implied, is made to any other Person or transferee Registered User: a. Aptech warrants that it has the right to grant the licenses contained in the License Agreement. b. Aptech warrants that the media in which the Software Product is recorded is free from defects in materials and workmanship under normal use, for a period of 90 days from the date of original delivery to Customer. c. Aptech makes no warranty of any kind, implied or express, that the Software Product will meet Customer's requirement or that the Software Product will be uninterrupted or error-free. Section 4. LIMITATIONS ON LIABILITY AND REMEDIES. a. General. Aptech's only obligation, liability and/or remedy, with respect to the warranties set forth in Section 3 shall be one of the following, which Aptech shall have sole discretion to choose: (1) to provide replacement media (whether in the form of the current release or otherwise) to Software Product; (2) to replace, without charge, Software with a functionally equivalent program; or (3) to refund the applicable license fees paid to Aptech by Customer. These are the sole and exclusive remedies for any breach of warranty, as determined by Aptech. Aptech shall have no obligation, liability or any other kind of responsibility for the costs of restoring any destroyed or defective data, installation of replacement media, or software conversion work made necessary by replacement media, even if Aptech had been specifically informed by Customer of the possibility or probability of any such consequences. During the ninety (90) day warranty period under Section 3.b above, Aptech will replace, without charge, on an exchange basis, any media which is not as warranted. Customer must return the defective item postpaid to Aptech, postmarked within the time period stated above. Customer must either insure the defective item being returned or assume the risk of loss or damage in transit. Any claim under the above warranty must include a copy of Customer's receipt or invoice or other proof of the date of delivery. b. NOTICE: THE WARRANTIES, OBLIGATIONS AND LIABILITY OF APTECH AND THE RIGHTS AND REMEDIES OF CUSTOMER SPECIFICALLY SET FORTH IN THIS AGREEMENT ARE THE CUSTOMER'S EXCLUSIVE REMEDIES. APTECH DISCLAIMS AND CUSTOMER HEREBY WAIVES, DISCHARGES AND RELEASES APTECH, ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, FROM ANY AND ALL (i) OTHER WARRANTIES, OBLIGATIONS, OR LIABILITIES AND (ii) RIGHTS, CLAIMS, CAUSES OF ACTIONS, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE IN CONNECTION WITH, REGARDING, OR ARISING FROM ANY AND ALL SOFTWARE OR OTHER TANGIBLE OR INTANGIBLE ITEMS OR SERVICES PROVIDED UNDER THIS AGREEMENT (INCLUDING THE SUPPLEMENTAL LICENSES AND ALL INCORPORATED DOCUMENTS REFERENCED HEREIN). THE AFORESAID WAIVER, DISCHARGE AND RELEASE INCLUDES, BUT NOT LIMITED TO: (1) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A SPECIFIC PURPOSE; (2) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE; AND (3) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY, WHETHER IN TORT, CONTRACT, OR OTHERWISE. IN NO CASE SHALL APTECH BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, REVENUE, PROFIT, OR DATA), PUNITIVE DAMAGES, EXEMPLARY OR OTHER STATUTORY DAMAGES, EXPENSES, COSTS (INCLUDING ATTORNEY FEES). IN ADDITION, IN NO CASE SHALL APTECH'S LIABILITY EXCEED THE LICENSE FEES PAID BY CUSTOMER FOR THE SOFTWARE PRODUCT. c. Year 2000 Warranty. 1) Aptech warrants that the Software Products set forth in Subsection 1.b., except as listed below, will accurately process date/time data (including, but not limited to, calculating, comparing, and sequencing) from, into, and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations, in accordance with the Software Products' documentation BUT ONLY to the extent that other technology and systems (e.g., software and operating systems, hardware and firmware) used in combination with the Software Products properly exchanges date/time data with it: -GAUSS(TM) for Windows Version 3.2.31 and below -GAUSS(TM) for UNIX/LINUX Version 3.2.37 and below -GAUSS Light(TM) for Windows Version 3.2.31 and below -GAUSS Light(TM) for LINUX Version 3.2.37 and below -GAUSS Run-Time Module(GRTM)(TM) for Windows Version 3.2.31 and below -GAUSS Applications: . Constrained Optimization version 2.0.1 and below for WIN/UNIX/LINUX . Constrained Maximum Likelihood version 1.0.34 and below for WIN/UNIX/LINUX . Curve Fit version 3.1.5 and below for WIN/UNIX/LINUX . Descriptive Statistics version 3.1.2 and below for WIN/UNIX/LINUX . FANPAC(TM) version 1.1.2 and below for WIN/UNIX/LINUX . Linear Programming version 3.1.1 and below for WIN/UNIX/LINUX . Linear Regression version 3.1.1 and below for WIN/UNIX/LINUX . Loglinear Analysis version 3.1.1 and below for WIN/UNIX/LINUX . Maximum Likelihood version 4.0.25 and below for WIN/UNIX/LINUX . Nonlinear Equations version 3.1.1 and below for WIN/UNIX/LINUX . Optimization version 3.1.4 and below for WIN/UNIX/LINUX . Time Series version 3.1.2 and below for WIN/UNIX/LINUX 2) In addition to the limitations of liability and remedies described above in this Section 4, the Year 2000 warranty made herein is made only for ninety (90) days after the date of Purchase of the Software Product and only if any noncompliance is discovered and made known to Aptech in writing within such ninety (90) days. The Year 2000 warranty expires after such ninety (90) day period and shall not extend to any events occurring after the expiration date. Section 5. TRADE SECRETS AND INTELLECTUAL PROPERTY. a. Intellectual Property. This License Agreement neither shall be deemed to assign, transfer, or convey to, nor assigns, transfers or conveys to, Customer any right, title or interest to any part of the Software Product beyond the express terms of the grants of licenses described in this License Agreement and, when applicable, Supplemental License(s). In addition, the Intellectual Property's trade secrets shall not be Disclosed, used, disseminated, or published other than in accordance with the terms and conditions of this License Agreement and when applicable, Supplemental License(s). Aptech reserves to itself all rights, title and interest that are not expressly licensed herein. b. Copyrights. The Software Product also contains copyrights owned by Aptech under the copyright laws of the United States, the Universal Copyright Convention, and the Berne Convention. Section 6. TERMINATION OF LICENSE GRANTS. a. Except for the termination of the grants of license described herein, all other terms and conditions of this License Agreement and any applicable Supplemental Licenses (when Paid For or otherwise obtained from Aptech) shall survive any such termination of the license rights granted to Customer hereby. All license grants made to Customer are automatically terminated upon any breach of any term or condition of the License Agreement and/or applicable Supplemental License. In the event of any such termination, the Customer shall immediately return to Aptech (or any agent designated by Aptech for such purpose) any and all existing copies of the Software Product in the possession or control of the Customer, and the Customer shall certify in writing Customer's compliance with this provision and any destruction of any copies of the Software Product not so returned. b. No termination of the license grants made herein shall act to release, waive or otherwise discharge Customer from any and all claims and causes of action held by Aptech against Customer for breach of the License Agreement and/or applicable Supplemental Licenses, infringement of intellectual property rights, misappropriation of trade secrets, or any other claim or cause of action arising from Customer's wrongful acts and omissions. Section 7. GENERAL. a. Aptech's Benefit, Applicable Law, Jurisdiction, and Venue. This Agreement is made for the sole benefit of the parties hereto, and there are no third party beneficiaries of this Agreement, including without limitation any third-party users of any products using or derived from any GAUSS products. This License shall be interpreted under the laws of the State of Washington, notwithstanding the application of any jurisdiction's choice-of-law rules to the contrary. Customer and Aptech consent to personal jurisdiction, subject matter jurisdiction, and venue in the state and federal courts sitting in King County, State of Washington. Any action relating to this Agreement must be brought in the state or federal courts located in Seattle, King County, Washington. b. Attorney's Fees. In the event legal action is brought by either party to enforce any of the provisions of this Agreement, the prevailing party shall recover its reasonable attorney's fees, costs, and expenses, including but not limited to fees, costs and expenses of collecting any judgment. c. Waiver or Delay. No waiver of any provision of this Agreement, nor delay in enforcing any rights hereunder, shall be construed as a continuing waiver or create an expectation of non-enforcement of that or any other provision or right. Further, no waiver or modification of this Agreement or any covenant, condition or limitation herein contained shall be valid and no evidence of waiver or modification shall be offered or received in evidence in any proceeding, arbitration or litigation between the parties hereto arising out of or affecting this Agreement or the rights or obligations of the parties hereunder, unless such waiver or modification is in writing duly signed by both parties. d. Severability. All agreements and covenants contained in this Agreement, the Supplemental Licenses, and any documents (tangible or intangible, electronic, magnetic, or in any other format or media) incorporated by referenced herein, are severable and in the event that any of them shall be held to be invalid by any competent court, this Agreement, Supplemental Licenses, and referenced documents shall be interpreted as if such invalid agreement or covenant is not contained herein and all other provisions shall remain in full force and effect. e. Export. The export of this product is restricted by U.S. export regulations. f. Entire Agreement. The License Agreement and any applicable Supplemental Licenses constitute the entire agreement between the parties relating to Software Product. Any and all prior negotiation or oral representations, and any contrary provisions in any form of Purchase orders from Customer, shall be superseded by the License Agreement and any applicable Supplemental Licenses. No later modification of the Agreement may be made unless in writing signed by both parties. g. GOVERNMENT RESTRICTED RIGHTS. The Software Product and documentation are provided with restricted rights. Use, duplication or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(2)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252. 227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable. Contractor/manufacturer is Aptech Systems, Inc., PO Box 250, Black Diamond, WA 98010, USA. SUPPLEMENTAL LICENSE TERMS & CONDITIONS PART 1 NETWORK/SERVER LOCKED/OR CLASSROOM KIT LICENSE: The following terms and conditions apply to the Network/Server Locked/ or Classroom Kit License for the applicable GAUSS System, GAUSS Engine and GAUSS Applications Software Products ("NSC License" herein) as supplemental terms and conditions to the Single User License Agreement set forth above. Section 1. Definitions. a. "Licensee" means the Customer who Paid For this supplemental NSC License. b. "Network/Server Locked/or Classroom Kit License" or "NSC License" means the above Single User License Agreement and these supplemental terms and conditions. c. "Site" means the location specified in the Registration Form designating where the Software Product shall be installed and used. d. "Server" means the computer CPUs that are used to run the Software Products. e. "Server Locked" means the Software Product is installed and executed on one Server for an unlimited number of simultaneous users. f. "Classroom Kit"" means a license composed of 10 licenses of the Software Product for either stand-alone or networked computers located in one class room at an accredited academic institution for teaching purposes only. g. "Network Increments" means the number of simultaneous users specified on the invoice sent by Aptech, in addition to the one included with the Initial Network License, that are authorized by the NSC/Network License described in Section 2.a. below to access or use the Software Products at any one time. Section 2. License. This NSC License is comprised of three separate sub-license components: Network License, Server Locked License and Classroom Kit. The Aptech invoice accompanying the Software Product specifies the applicable sublicense Purchased by Licensee. a. Network License 1) General. Subject to the terms and conditions contained in the Single User License as modified by this NSC/Network License, Aptech grants Licensee a nonexclusive, nontransferable license to install and use the applicable GAUSS System, GAUSS Engine and/or GAUSS Application Software Products on computers that are connected to a Network for use up to the number of simultaneous users less than or equal to the number of Network Increments Purchased by Licensee. In the event Licensee wishes to transfer its License to another Person, Licensee must contact Aptech for written permission to approve such transfer. 2) Change in Number of Network Increments. In the event that Licensee wishes to increase the number of Network Increments, Licensee shall contact Aptech to increase the number of Network Increments covered by this NSC/Network License and Aptech will accordingly modify the License Fee amount and invoice Licensee. 3) Licensee may only Install or Use the Software Product on a home or laptop computer if Licensee has purchased and is current with Premier Support and has paid the separate, applicable, annual License Fee for such laptop or home use. License shall limit the installation of the Software Product onto only home or laptop computers of End Users that REGULARLY use the Software Product at the Licensee's Site. The number of home or laptop computers that the Software Product is installed onto shall not exceed the total number of Network Increments Purchased by Licensee. Under no circumstances shall one Network Increment be used on more than one home or laptop computer at any one time. b. Server Locked License. Subject to the terms and conditions contained in the Single User License as modified by this NSC/Server Locked License, Aptech grants Licensee a nonexclusive, nontransferable license to install and use the applicable GAUSS System, GAUSS Engine Personal Edition and/or GAUSS Application Software Products on a single Server up to an unlimited number of simultaneous users. 1) In the event Licensee wishes to transfer its License to another Person, Licensee must contact Aptech for written permission to approve such transfer. 2) Licensee may only Install or Use the Software Product on a home or laptop computer if Licensee has purchased and is current with Premier Support and has paid the separate, applicable, annual License Fee for such laptop or home use. License shall limit the installation of the Software Product onto only home or laptop computers of End Users that REGULARLY use the Software Product at the Licensee's Site. 3) Change in Number of Server CPUs. In the event Licensee increases the number of CPUs on their Server, Licensee shall contact Aptech to increase the number of CPUs covered by the NSC/Server Locked License and Aptech will accordingly modify the License Fee amount and invoice Licensee. c. Classroom Kit. Subject to the terms and conditions contained in the Single User License as modified by this NSC/Classroom Kit License, Aptech grants Licensee a nonexclusive, nontransferable license to install and use the applicable GAUSS System and GAUSS Applications Software Products on a maximum of ten stand-alone or networked computers that are located in one classroom at an accredited academic institution. The Classroom Kit allows Licensee to use the Software Products SOLELY AND EXCLUSIVELY FOR TEACHING AND CLASSROOM PURPOSES. Without limiting the foregoing, this NSC/Classroom Kit License does not authorize Licensee to use the Software Products for paid research or other non-teaching purposes. In the event Licensee wishes to transfer its License to another Person, Licensee must contact Aptech for written permission to approve such transfer. Section 3. Scope of Use. a. General. This NSC License is applicable to one physical location and does not include Campus extensions or other business locations. b. Home Use. Installation of the Software Products on a home computer is prohibited under this NSC License, except as provided for above in Section 2 for the applicable NSC sublicense. c. Network Use. Use of the Software Product on a Network is prohibited, except as provided for above in Section 2 of this Supplemental License for the applicable NSC sublicense. If Licensee is authorized and is using a Software Product that does not contain a license manager requiring an Aptech-provided license code on a Network, Licensee must, at Licensee's sole cost and expense, operate additional metering software to ensure that at no time the number of simultaneous users computers using the Software Products exceeds the number of Network Increments Purchased. If Licensee is using a Software Product that contains a license manager, the Software Product will govern the number of Network Increments and access to the Software Products. Under no circumstances shall any one Copy of a Network Increment be used on more than one Network Computer at any one time. PART 2 INSTRUCTIONAL LAB/CLASSROOM LICENSE: The following terms and conditions apply to the Instructional Lab/Classroom License for GAUSS System and GAUSS Applications as supplemental terms and conditions to the Single User License set forth above. Section 1. Definitions. a. "Licensee" means the "Customer" who Paid For this Supplemental Instructional Lab/Classroom License. b. "Instructional Lab/Classroom" or "Lab License" means the above Single User License Agreement and these supplemental terms and conditions. c. "Site" means the location specified in the Registration Form where the Software Products shall be installed and used. d. "Lab Increments" means the number of users specified on the invoice sent by Aptech, in addition to the one included with the Initial License, who are authorized by this Lab License to use/access the Software Products at any one time. Section 2. License. a. General. Subject to the terms and conditions contained in the Single User License as modified by this Lab License, Aptech grants Licensee a nonexclusive, nontransferable license to use the Software Products at the Site up to the number of computers or terminals (stand-alone or networked) equal to the number of Lab Increments. In the event Licensee wishes to transfer its License to another Person, Licensee must contact Aptech for written permission to approve such transfer. b. Change in Number of Lab Increments. In the event that Licensee wishes to increase the number of Lab Increments, Licensee shall contact Aptech. If Aptech agrees to the modification, the number of Lab Increments shall be so increased and Aptech will accordingly modify the License Fee amount and invoice Licensee. Section 3. Scope of Use. a. General. The Lab License allows Licensee to use the Software Products SOLELY AND EXCLUSIVELY FOR TEACHING AND CLASSROOM PURPOSES. Without limiting the foregoing, this Lab License does not authorize Licensee to use the Software Products for paid research or other non-teaching purposes. b. Home Use. Installation of the Software Products on a home computer is prohibited under this Lab License. c. Network Use. If Licensee is using a Software Product that does not contain a license manager requiring an Aptech-provided license code to use the Software Product on a Network, Licensee must, at Licensee's sole cost and expense, operate additional metering software to ensure that at no time the total number of simultaneous users on networked computers plus stand-alone computers using the Software Products exceeds the number of Lab Increments Purchased. If Licensee is using a Software Product that contains a license manager, the Software Product will govern the number of Lab Increments and access to the Software Products. Under no circumstances shall any one Copy of a Lab Increment be used on more than one Lab Computer at any one time. Section 4. License Fees. In consideration of this Lab License, Licensee agrees to pay the yearly license fee ("License Fee") specified in the invoice accompanying the Software Products according to the terms and conditions therein stated. Section 5. Maintenance & Support. From time to time, Aptech may publish, but has no obligation to publish, major or minor updates to the Software Product, and Aptech may provide, at Aptech's sole discretion, such updates to Licensee during the term of this Lab License. During the term of this Lab License, Aptech shall provide telephone support services during Aptech's regular business hours to Licensee provided that such support is requested by the "Support Contact Persons" designated in the Registration Form. Aptech is not obligated to provide telephone support to any users of the Software other than the Support Contact Persons designated in the Registration Form. Section 6. Term and Termination. The term of this Lab License is three years, commencing upon the date of Aptech's invoicing Licensee for the first year's License Fee, subject to Licensee complying with the terms and conditions of the Single User License Agreement, as modified by this Lab License, including without limitation payment of the invoice in accordance with its terms and conditions. This Lab License is renewable upon the expiration of each three year term for an additional three year term upon the payment of the then current yearly License Fee by Licensee. Aptech may terminate this Lab License without notice if Licensee materially breaches the terms of this Supplemental Lab License or the Single User License, including, but not limited to, the nonpayment of the yearly License Fee. Upon termination or expiration of this Lab License, Licensee must return or destroy all physical copies of the Software Products and erase all copies from any storage systems owned or under the control of Licensee. PART 3 SITE LICENSE: The following terms and conditions apply to the Site License for the GAUSS System and/or GAUSS Applications Software Products as supplemental terms and conditions to the Single User License Agreement set forth above. This Part 3 does not apply to the GAUSS Engine Personal Edition (GEPE), GAUSS Engine Pro (GEP), GAUSS Engine for Workgroups (GEW), GAUSS Enterprise Engine (GEE), or to any GAUSS Applications Software Products used with the GEPE/GEP/GEW/GEE products, when the terms and conditions of Part 4 are applicable. Section 1. Definitions. a. "Licensee" means the Customer who Paid For this Supplemental Site License. b. "Site License" means the above Single User License Agreement and these supplemental terms and conditions. c. "Site" means the location specified in the Registration Form where the Software Products shall be installed and used. d. "Site Increments" means the number of computers specified on the invoice sent by Aptech that are authorized by this Site License, in addition to the one included with the Initial Site License, to have the Software Products installed, and if the Network Option is Purchased, the number of simultaneous users that may use/access the Software Products at any one time. Section 2. License. a. General. Subject to the other terms and conditions contained in the Single User License, the Site License grants Licensee a nonexclusive, nontransferable license to install and use the applicable GAUSS System and/or GAUSS Applications Software Products on stand-alone computers at the Site up to the number of computers or terminals equal to the number of Site Increments. In the event Licensee wishes to transfer its License to another Person, Licensee must contact Aptech for written permission to approve such transfer. b. Change in Number of Site Increments. In the event that Licensee wishes to increase the number of Site Increments, Licensee shall contact Aptech. If Aptech agrees to the modification, the number of Site Increments shall be so increased and Aptech will accordingly modify the License Fee amount and invoice Licensee. Section 3. Scope of Use. a. General. The Site License is applicable to one physical location and does not include Campus extensions or other business locations. b. Network Use. If a Site Computer is connected to a Network, the Software Product must be installed on that computer's hard-drive and executed on that computer's CPU unless the Network Use Option is Purchased by Licensee (as described below). c. Home/Laptop Use. Installation of the Software Products on a home or laptop computer is prohibited under this Site License unless the Home/Laptop Use License Option is Purchased (as described below). Section 4. Network or Home/Laptop Use License Options. Additional License Options may be obtained from Aptech for installation of the Software Product onto a Network, home or laptop computer upon the Payment of an additional fee and compliance with the applicable terms for Home/Laptop or Network Use set forth below: a. Home/Laptop Use License Option. License shall limit the installation of the Software Product onto only home or laptop computers of End Users that REGULARLY use the Software Product at the Licensee's Site. The number of home or laptop computers that the Software Product is installed onto shall not exceed the total number of Site Increments Purchased by Licensee. Under no circumstances shall one Site Increment be used on more than one home or laptop computer at any one time. b. Network Use Option. If Licensee is using a Software Product that does not contain a license manager requiring an Aptech-provided license code to use the Software Product and is installing the Software Product onto Network, Licensee must, at Licensee's sole cost and expense, operate additional metering software to ensure that at no time the number of simultaneous users using the Software Products exceeds the number of Site Increments Purchased by Licensee. If Licensee is using a Software Product that contains a license manager, the Software Product will govern the number of Site Increments and access to the Software Products. Under no circumstances shall the total number of simultaneous users exceed the number of Site Increments Purchased by Licensee. Section 5. License Fees. In consideration of this Site License, Licensee agrees to pay the yearly license fee ("License Fee") specified in the invoice accompanying the Software Products according to the terms and conditions therein stated. Section 6. Maintenance & Support. From time to time, Aptech may publish, but has no obligation to publish, major or minor updates to the Software Product, and Aptech may provide, at Aptech's sole discretion, such updates to Licensee during the term of this Site License. During the term of this Site License, Aptech shall provide telephone support services during Aptech's regular business hours to Licensee provided that such support is requested by one of the "Support Contact Persons" designated in the Registration Form. Aptech is not obligated to provide telephone support to any users of the Software other than the Support Contact Persons designated in the Registration Form. Section 7. Term and Termination. The term of this Site License is three years, commencing upon the date of Aptech's invoicing Licensee for the first year's License Fee, subject to Licensee's compliance with the terms and conditions of this Site License, including without limitation, payment of the invoice in accordance with its terms and conditions. This Site License is renewable upon the expiration of each three year term for an additional three year term upon the payment of the then current yearly License Fee by Licensee. Aptech may terminate this Site License without notice if Licensee materially breaches the terms of this Supplemental Site License or the Single User License, including, but not limited to, the nonpayment of the yearly license fee. Upon termination or expiration of this Site License, Licensee must return or destroy all physical copies of the Software Products and erase all copies from any storage systems owned or under the control of Licensee. PART 4 GAUSS ENGINE PRODUCTS ["GE PRODUCTS": GAUSS PERSONAL EDITION (GEPE)/ GAUSS ENGINE PRO(GEP) / GAUSS ENGINE FOR WORKGROUPS(GEW) /GAUSS ENTERPRISE ENGINE(GEE)] LICENSE: The following terms and conditions for the GE Products License apply to the GAUSS Engine Personal Edition, GAUSS Engine Pro, GAUSS Engine for Workgroups, GAUSS Enterprise Engine, and any GAUSS Applications Software Products used with the GE Products as supplemental terms and conditions to the Single User License set forth above. Section 1. Definitions. a. "Licensee" means the Customer who Paid For this Supplemental GE Products License. b. "GE Products License" means the above Single User License Agreement and these supplemental terms and conditions. c. "GAUSS Engine Products incorporate the GAUSS Engine, which is a dynamic library that can be linked with software programs written in other programming languages that can compile and execute programs written in the GAUSS programming language (GAUSS programs). The GAUSS Engine Personal Edition does not include any redistribution rights, while other GAUSS Engine products include additional rights described in this Agreement. d. "Licensee's Program" means one or more software programs which are owned, developed, or acquired by Licensee and which requires the GEPE, GEP, GEW or GEE to execute. e. "GAUSS Engine Pro (GEP)", "GAUSS Engine for Workgroups (GEW)" and "GAUSS Enterprise Engine (GEE)" mean the GAUSS Engine products with redistribution rights and certain usage restrictions. The GEP, GEW and GEE are products of Aptech Systems, Inc. Aptech owns all rights, title and interest in and to and markets software programs called GEP, GEW and GEE. The GEP, GEW and GEE are dynamic libraries that can be linked with software programs written in other programming languages that can compile and execute programs written in the GAUSS programming language (GAUSS programs). The GEP, GEW and GEE includes the functionality sometimes referred to as the "GAUSS Run-Time Engine(TM)" for the redistribution of Licensee's Programs. f. "Licensee's End User" means the Person who is using or executing Licensee's Program. Section 2. License. a. GAUSS Engine Personal Edition, GAUSS Engine Pro, GAUSS Engine for Workgroups or GAUSS Enterprise Engine. 1) General. Licensee desires to allow Licensee's End Users to access Licensee's Program. Subject also to the other terms and conditions contained in the Single User License (which are incorporated as if fully restated herein), the Supplemental GE Products License grants Licensee a nonexclusive, nontransferable license to install and use the GEPE, GEP, GEW or GEE provided that the following conditions are also met: A. Each End User must own or have lawful and authorized access to a registered Copy of the GEPE, GEP, GEW or GEE Software Product to run Licensee's Program; or License's Program must be compiled, in whole or in part, with the GAUSS Run-Time Engine; B. Licensee's Program must be in object code only in conjunction with and as a part of a Software Product developed by Licensee that adds significant additional features and functionality to the GEPE, GEP, GEW or GEE; C. Licensee's Program must not substantially duplicate the capabilities of Aptech's GAUSS Software or GAUSS Application products or, in the reasonable opinion of Aptech, compete with the GAUSS Software or Application products; D. Licensee must not use Aptech's name, logo, or trademarks to market Licensee's Program without the express written approval from Aptech; E. Licensee shall have notified its End Users that Aptech Systems, Inc. shall have no liability, responsibility, or any other obligation to End User arising from, in connection with, or regarding any use of Licensee's Program, and Licensee shall require each of its End Users to agree to the following: THE USER OF LICENSEE'S PROGRAMS ENTITLED [insert name of program or programs: _____________________________________ HEREBY WAIVES, DISCHARGES AND RELEASES APTECH SYSTEMS, INC., AND ITS OWNERS, OFFICERS, OR EMPLOYEES, FROM ANY AND ALL CLAIMS OF ANY KIND, EXPRESS OR IMPLIED, ASSERTED OR NOT ASSERTED, KNOWN OR UNKNOWN, ARISING BY LAW OR OTHERWISE WITH RESPECT TO LICENSEE'S USE OF LICENSEE'S PROGRAMS, INCLUDING, BUT NOT LIMITED TO, CLAIMS BASED ON: (1) IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A SPECIFIC PURPOSE; (2) IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE; AND (3) ANY OTHER OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY, WHETHER IN TORT, CONTRACT, OR OTHERWISE. IN NO CASE SHALL APTECH SYSTEM, INC. BE LIABLE TO THE USER OF LICENSEE'S PROGRAMS FOR ANY DAMAGES OR EXPENSES (INCLUDING ATTORNEY FEES), INCLUDING WITHOUT LIMITATION, RESULTING, DIRECT, INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL (INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, REVENUE, PROFIT, OR DATA), PUNITIVE, EXEMPLARY, STATUTORY OR ANY OTHER DAMAGES. Licensee shall include the above notice in its End-User license; F. Licensee must include the following copyright and trademark notices in the startup screen and End User manual/documentation of the Licensee's Program: "GAUSS, GAUSS Engine Personal Edition, GAUSS Engine Pro, GAUSS Engine for Workgroups, GAUSS Enterprise Engine, and GAUSS Run-Time Engine are trademarks of Aptech Systems, Inc. Copyright 1983-2007. All Rights Reserved Worldwide"; G. Licensee shall defend, indemnify, and hold Aptech Systems, Inc. and its suppliers harmless from and against any claims, proceedings, and lawsuits, as well as any damages, expenses, costs (including attorney's fees), that arise or result from the use or distribution of Licensee's Program; and H. In the event Licensee wishes to transfer its License to another Person, Licensee must contact Aptech for prior written permission to approve such transfer. 2) Use. A. The GEPE may be licensed for Single User, Network or Server Locked License Use. B. The GEP may be licensed for Network License Use only. C. The GEW may be licensed for Network License Use only in a single work group or department on one computer network. D. The GEE may be licensed for Network License Use in multiple departments or work groups, on any configuration of networks or stand-alone computers of one company or enterprise at multiple locations. The applicable Use shall be set forth in Aptech invoice accompanying the Software Product. 3) Redistribution of Licensee's Program. Licensee may redistribute Licensee's program so long as Licensee is in compliance with the terms and conditions of this License Agreement and Licensee has purchased a registered Copy of the GEPE, GEP, GEW or GEE Software Product. In addition, the End User must own or have legitimate and authorized access to a registered Copy of the GEPE, GEP, GEW or GEE Software Product to run Licensee's Program; or License's Program must be compiled with the GAUSS Run-Time Engine included with Licensee's registered Copy of the GEP, GEW or GEE Software Product. b. POSIX Threads for Win 32: The GE Products are intended to run with POSIX Threads for Win 32 ("Pthreads Win32;" the "Library"). That Library is available at http://sources.redhat.com/pthreads-win32. Please note that you will be required to comply with the terms and conditions of the GNU license that applies to the Library if you choose to take any action subject to the applicable GNU license. The applicable GNU license should be posted or linked to the above-described Web page. Nothing herein is intended to change any of the terms and conditions of this Aptech License or to make any of Aptech's programs subject to any of the GNU licenses. You are still required to comply with the terms and conditions of this Aptech License and may not take any action that impairs, limits, or otherwise damages Aptech's ownership of its intellectual property incorporated in Aptech's programs. c. GAUSS Run-Time Engine (GRTE). 1) General. The GRTE allows Licensee's Programs, that include GAUSS Programs that have been compiled by the GEP, GEW or GEE Software Products, to be distributed to and executed by an End User without the End User owning or having access to a registered or authorized Copy of the GEPE, GEP, GEW or GEE Software Products. Licensee must own a registered Copy of the GEP, GEW or GEE Software Product that includes the GRTE. If the GEP, GEW or GEE License is not so purchased, End Users must own or have access to a registered and authorized Copy of the GEPE, GEP, GEW or GEE to run Licensee's programs. 2) Licensed use of the GAUSS Run-Time Engine (GRTE) included with a GEP License purchased at the Academic price is restricted to use by an accredited Academic institution for NON-COMMERCIAL purposes only. In the event, a non-Academic institution (e.g., corporation, governmental entity, etc.) contracts with or otherwise engages an Academic institution to do work on its behalf and the resulting work requires the GRTE, then the applicable corporate or government License price would apply to the purchase of the GEP License as it is the corporation or governmental entity that is actually selling and/or distributing the product, not the "Academic" institution. 3) Redistribution of Licensee's Program. The GRTE is included in and matched (coded to work) with a registered Copy of certain GEP, GEW or GEE Software Products. Licensee of a Software Product that includes the GRTE intends to allow Licensee's End Users to access Licensee's Program which require the GEPE, GEP, GEW or GEE to execute. By providing the GRTE to Licensee's End Users, the Licensee's End Users are not required to Purchase their own License of Aptech's GEPE, GEP, GEW or GEP Software Product to execute Licensee's Programs. Subject to the other terms and conditions contained in the Single User License, and any other applicable Supplemental Licenses, this License grants Licensee a nonexclusive, nontransferable license to install, use and distribute the GRTE provided that the following conditions are also met: A. Licensee may make the GRTE available (e.g., via media or download from the Internet or Intranet) to its customers and End Users; B. Licensee may only compile Licensee's Program with the matched GEP, GEW or GEE Software Product that includes the GRTE; C. Under no circumstances may Licensee of the GEPE utilize another Licensee's GEP, GEW or GEE to compile Licensee's programs for redistribution; D. Licensee indemnifies, holds harmless, and defends Aptech and its suppliers from and against any claims or lawsuits, including attorney's fees, that arise or result from the use or distribution of Licensee's Program; and E. In the event Licensee wishes to transfer its License to another Person, Licensee must contact Aptech for written permission to approve such transfer. Section 3. Proprietary Rights. a. Licensee shall use its best efforts and take all steps reasonably necessary to prevent unauthorized installation, copying, display, execution, distribution or other use in whole or in part of the GEPE, GEP, GEW, GEE Software Products. b. No title or ownership of the Software Product or related materials and documentation is transferred to Licensee hereunder. Licensee shall not alter or modify Software Product without the prior express written consent of Aptech. c. Licensee is granted no rights of any kind with respect to the source code of Software Product. d. All copies of Licensee's Programs permitted to be distributed by Licensee shall properly include in full and within the executable object files Aptech's copyright, trademark and proprietary notices and serial numbers included with or accompanying the Software Product. e. Licensee shall not make any changes to the executable code of Software Product, except as provided in Section 2.e. of the Single User License Agreement, without the prior written consent of Aptech. f. Licensee recognizes and acknowledges the exclusive right of Aptech in and to all trademarks, service marks, trade names, copyrights, and other intellectual property and proprietary rights in and to Software Product. Licensee shall not use Aptech's trademarks, service marks, or trade names in conjunction with the marketing of a Licensee's Program or for any other purpose without the prior written consent of Aptech. Section 4. Infringement Indemnity. Licensee shall defend, indemnify and hold harmless Aptech from and against any and all claims, losses, harm, liability, damages and costs (including but not limited to, reasonable attorney's fees) relating to any claim, action, suit, or proceeding based upon infringement by Licensee of any copyright, trade secret, patent or other right of a third party. Licensee hereby indemnifies and holds harmless Aptech from and against any and all claims, actions, liabilities, costs and demands including reasonable attorney's fees arising with respect to any Licensee's Program. PART 5 GAUSS RUN TIME MODULE (GRTM) LICENSE. This License Agreement applies, and additional terms and conditions for the GRTM are described at the site at which it may be downloaded: www.Aptech.com PART 6 - OTHER NOTICES 1. PTHREADS-WIN32: IF YOU ARE USING ANY APTECH PRODUCT THAT USES THE "Pthreads-win32 - POSIX Threads Library for Win32," Copyright (C)1998 John E. Bossum; Copyright (C) 1999, 2002 Pthreads-win 32 contributors -- listed in January 2002 at the following World Wide Web locations: http://sources.redhat.com/pthreads-win32/contributors.html), please refer to \pthreads\README.pthreads.txt located in the GAUSS installation subdirectory for additional terms and conditions for use of the "Pthreads-win32 - POSIX Threads Library for Win32". 2. GAUSSplot & TECPLOT EDGE: GAUSSplot incorporates TECPLOT EDGE, a product of Tecplot, Inc. TECPLOT EDGE is licensed to be used in conjunction with GAUSS applications and not for any other use. Use of TECPLOT EDGE for plotting data not generated from GAUSS applications is prohibited. TECPLOT is a registered trademark of Tecplot, Inc. of Bellevue, Washington, U.S.A. Copyright 2004 by Tecplot, Inc. All Rights Reserved Worldwide. ENCSA Hierarchical Data Format (HDF) Software Library and Utilities Copyright (C) 1988-1998 The Board of Trustees of the University of Illinois. All rights reserved. Contributors include National Center for Supercomputing Applications (NCSA) at the University of Illinois, Fortner Software (Windows and Mac), Unidata Program Center (netCDF), The Independent JPEG Group (JPEG), Jean-loup Gailly and Mark Adler (gzip). Bmptopnm, Netpbm Copyright (C) 1992 David W. Sanderson. Dlcompat Copyright (C) 2002 Jorge Acereda, additions and modifications by Peter O'Gorman. Ppmtopict Copyright (C) 1990 Ken Yap. 3. QT: QT is a product of Trolltech AS. Copyright 2002-2004. All Rights Reserved. QT and the Trolltech logo are registered trademarks of Trolltech. The Software Product may include portions developed using QT. 4. IJG Software: IJG is copyright (C) 1991-1998, Thomas G. Lane. The Software Product may include a graphics viewer component which is based in part on the IJG Software, a work of the Independent JPEG Group. APTECH SYSTEMS, INC. PO Box 250 Black Diamond, WA 98010 USA www.Aptech.com Copyright 1983-2008 Aptech Systems, Inc. All rights reserved worldwide