Software License Agreement

PLEASE READ THIS DOCUMENT CAREFULLY BEFORE OPENING, DOWNLOADING OR INSTALLING AND USING SOFTWARE PROVIDED TO YOU BY C&A COMPUTER CONSULTANTS LTD. AS IT CONTAINS THE TERMS AND CONDITIONS BY WHICH C&A COMPUTER CONSULTANTS LTD. OFFERS TO LICENSE THE SOFTWARE. BY OPENING THE SOFTWARE PACKAGE, OR USING THE HARDWARE IN WHICH THE SOFTWARE IS EMBEDDED, YOUR COMPANY AGREES TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE THIS SOFTWARE. PROMPTLY RETURN THE PRODUCT TO THE PLACE WHERE YOU OBTAINED IT FOR A FULL REFUND. The Software as supplied by C&A COMPUTER CONSULTANTS LTD. is licensed, not sold to you, on a non-exclusive basis for use only under the terms of this license, and C&A COMPUTER CONSULTANTS LTD. and its third party suppliers reserve all rights not expressly granted to you. You own the disk(s) on which the Software is provided, but the Software is owned and copyrighted by C&A COMPUTER CONSULTANTS LTD. or by third party suppliers. Your license confers no title or ownership and is not a sale of any rights in the Software or its documentation. Third party suppliers may protect their rights in the Software in the event of any infringement. If you are an authorized C&A COMPUTER CONSULTANTS LTD. reseller, you may sublicense the Software to an end-user for its use, provided that any sublicense must incorporate the terms of this Software License Agreement.

1. License. This license allows you to (a) use the Software for internal purposes only on a single computer system at a time, (b) use this Software License to control no more than the number of systems for which you have purchased a license, and (c) make or keep less than three copies of the Software in machine readable form solely for backup purposes and use a copy on a backup device, provided that use on the backup device is discontinued when the original or replacement device becomes available, and (d) transfer the Software and all rights under this license to another party together with a copy of this Agreement provided you give C&A COMPUTER CONSULTANTS LTD. written notice of the transfer and the other party reads and agrees to accept the terms and conditions of this Agreement and agrees to pay any applicable fee. You must reproduce on any copy all copyright notices and any other confidentiality or proprietary legends that are on the original copy of the Software. You may not use the Software to control more than the number of systems for which you have purchased a License unless you purchase a license addition from C&A COMPUTER CONSULTANTS LTD.

2. Restrictions. You may not distribute or transfer (other than in accordance with section 1(d) above) copies of the Software to others or electronically transfer the Software from one computer to another over a network, or copy the Software onto any public or distributed network. Embedded Software may only be used when operating the associated device in configurations as sold or subsequently upgraded by C&A COMPUTER CONSULTANTS LTD. The Software contains trade secrets and in order to protect them you may not decompile, reverse engineer, disassemble or otherwise reduce the Software to a human perceivable form or disclose any such trade secrets to any third party. YOU MAY NOT MODIFY, ADAPT, TRANSLATE, RENT, LEASE, LOAN, RESELL, DISTRIBUTE, NETWORK OR CREATE DERIVATIVE WORKS BASED UPON THE SOFTWARE, OR ANY PART THEREOF, except as specifically authorized and agreed in writing by C&A COMPUTER CONSULTANTS LTD. OR THE APPLICABLE THIRD PARTY SUPPLIER. Notwithstanding the above, you acknowledge that all copyrights and other proprietary rights in any modification, adaptation, translation or other derivation will revert to C&A COMPUTER CONSULTANTS LTD. or the applicable third party supplier and you agree to cause the execution of an appropriate instrument to perfect or assign such rights except as expressly agreed in a contract with your company. Upon written request and on a commercially reasonable basis, C&A COMPUTER CONSULTANTS LTD. will provide interface information necessary to achieve interoperability with other products.

3. Your Responsibilities. Except for setup, configuration and networking as allowed in the Software Documentation, you may not modify, or permit any person other than C&A COMPUTER CONSULTANTS LTD. or its designated representatives to modify any portion of the Software. You must assure the proper use, management and supervision of the Software and any application programs, audit controls, operating methods and office procedures necessary for the intended use thereof.

4. Termination. This Software license is effective until terminated and is expressly for use on the equipment to which it was originally assigned. This license will terminate immediately without notice from C&A COMPUTER CONSULTANTS LTD. or applicable third party suppliers or judicial resolution if you fail to comply with any provision of this Agreement. This license shall be null and void in the event you or any third party ships the Software to any country other than that originally specified in your Purchase Order. Upon termination you must destroy the Software, all accompanying written materials, and all copies thereof. You may terminate this license at any time by destroying or returning the Software, written materials and all copies thereof.

5. Limited Warranty and Liability. C&A COMPUTER CONSULTANTS LTD. warrants that the accompanying media will be free from defects in materials and workmanship under normal use for a period of ninety (90) days from date of shipment for Software only products. The physical media warranty does not apply to defects arising from misuse, theft, vandalism, fire, water, acts of God or other similar perils. C&A COMPUTER CONSULTANTS LTD. will not be liable for any damages caused by your failure to fulfill your responsibilities as stated above.

C&A COMPUTER CONSULTANTS LTD. AND ITS AUTHORIZED RESELLERS DISCLAIM ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. If the media on which the Software is provided fails to perform as warranted, your sole and exclusive remedy will be for C&A COMPUTER CONSULTANTS LTD., at its option, to (i) replace the Software media, (ii) correct the error or (iii) refund the license fee. In no event will C&A COMPUTER CONSULTANTS LTD. be liable for any incidental, indirect, special, or consequential damages, (including loss of revenues, profits, business information or the like), arising out of the use of or inability to use the Software, even if C&A COMPUTER CONSULTANTS LTD. or its representatives have been advised of the possibility of such damages. C&A COMPUTER CONSULTANTS LTD.'s total liability to you for actual damages for any cause whatsoever and regardless of the form of the action, will be limited to the amount of the license fee paid for the Software.

THE ABOVE LIMITATIONS WILL NOT APPLY IN CASE OF PERSONAL INJURY WHERE AND TO THE EXTENT THAT APPLICABLE LAW REQUIRES SUCH LIABILITY. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THE LIMITED WARRANTY, LIMITED REMEDIES AND LIMITED LIABILITIES ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN C&A COMPUTER CONSULTANTS LTD. AND YOU. C&A COMPUTER CONSULTANTS LTD. WOULD NOT BE ABLE TO PROVIDE THE SOFTWARE WITHOUT SUCH LIMITATIONS.

6. General. C&A COMPUTER CONSULTANTS LTD. is a Hong Kong Company, with principal offices located at 306, Workington Tower, 78 Bonham Strand, Hong Kong. This License shall be governed by and interpreted in accordance with the laws of Hong Kong, without regard to its conflicts of law provisions, unless otherwise stated in a contract with your company. If any provision of this License Agreement is held to be unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement will remain in full force and effect.