SOFTWARE LICENSE AGREEMENT AND WARRANTY STATEMENTINDIGO ROSE SOFTWARE DESIGN CORPORATION ("INDIGO ROSE") IS WILLING TOLICENSE THE SOFTWARE ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THETERMS CONTAINED IN THIS LICENSE AGREEMENT. PLEASE READ THE TERMSCAREFULLY. BY CLICKING ON "ACCEPT" AND/OR INSTALLING THE SOFTWARE, YOUWILL INDICATE YOUR AGREEMENT WITH THEM. IF YOU DO NOT AGREE WITH THESETERMS, THEN INDIGO ROSE IS UNWILLING TO LICENSE THE SOFTWARE TO YOU, INWHICH EVENT YOU SHOULD NOT PROCEED WITH INSTALLING THE SOFTWARE.
1.
The Software. The Software licensed under this Agreement consistsof computer programs, data compilation(s), and documentation referred toas MSI Factory, version 2.0 (the "Software").
2.
Perpetual Term For Registered Version License. The term of thelicense granted herein for the registered version of the Software shallbe perpetual unless terminated by written notice by You for convenienceor terminated by either party for material breach. Immediately upon
termination of this license for any reason, You shall return to Indigo
Rose all copies of the Software and documentation.
3.
Registered Version License Grant for Single Copies (Non-NetworkUse). If You are a registered user of the Software, You are granted nonexclusive rights to install and use the Software by a single person whouses the Software only on one primary computer or workstation andoptionally a secondary laptop computer or home computer. You may copy
the Software for archival purposes, provided that any copy must containthe original Software's proprietary notices in unaltered form.
4.
Registered Version License Grant For Network Use. If You are aregistered user of the Software, You are granted non-exclusive rights toinstall and use the Software and/or transmit the Software over aninternal computer network, provided You acquire and dedicate a licensed
copy of the Software for each user who may access the Software
concurrently with any other user. You may copy the Software for archival
purposes, provided that any copy must contain the original Software's
proprietary notices in unaltered form.
5.
Restrictions. You may not: (i) permit others to use the Software,
except as expressly provided above for authorized network use; (ii)modify or translate the Software; (iii) reverse engineer, decompile, ordisassemble the Software, except to the extent this restriction isexpressly prohibited by applicable law; (iv) create derivative works
based on the Software; (v) merge the Software with another product; (vi)copy the Software, except as expressly provided above; or (vii) remove or
obscure any proprietary rights notices or labels on the Software.
6.
Runtime License. If You are a registered user of the Software, You
are granted non-exclusive rights to distribute the installation packages
created by the Software on a royalty-free basis.
7.
Purchase of Additional Licenses. Registered users of the Software
may purchase license rights for additional authorized use of the Softwarein accordance with Indigo Rose's then-current volume pricing schedule.

Such additional licenses shall be governed by the terms and conditions
hereof. You agree that, absent Indigo Rose's express written acceptancethereof, the terms and conditions contained in any purchase order orother document issued by You to Indigo Rose for the purchase ofadditional licenses, shall not be binding on Indigo Rose to the extent
that such terms and conditions are additional to or inconsistent withthose contained in this Agreement.
8.
Transfers. You may not transfer the Software or any rights under
this Agreement without the prior written consent of Indigo Rose. A
condition to any transfer or assignment shall be that the recipientagrees to the terms of this Agreement. Any attempted transfer orassignment in violation of this provision shall be null and void.
9.
Ownership. Indigo Rose and its suppliers own the Software and all
intellectual property rights embodied therein, including copyrights andvaluable trade secrets embodied in the Software's design and coding
methodology. The Software is protected by United States copyright laws
and international treaty provisions. This Agreement provides You only alimited use license, and no ownership of any intellectual property.
WARRANTY DISCLAIMER; LIMITATION OF LIABILITY. INDIGO ROSE PROVIDES THE
SOFTWARE "AS-IS" AND PROVIDED WITH ALL FAULTS. NEITHER INDIGO ROSE NORANY OF ITS SUPPLIERS OR RESELLERS MAKES ANY WARRANTY OF ANY KIND, EXPRESSOR IMPLIED. INDIGO ROSE AND ITS SUPPLIERS SPECIFICALLY DISCLAIM THE
IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESSFOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, AND DATA ACCURACY. THEREIS NO WARRANTY OR GUARANTEE THAT THE OPERATION OF THE SOFTWARE WILL BE
UNINTERRUPTED, ERROR-FREE, OR VIRUS-FREE, OR THAT THE SOFTWARE WILL MEETANY PARTICULAR CRITERIA OF PERFORMANCE, QUALITY, ACCURACY, PURPOSE, ORNEED. YOU ASSUME THE ENTIRE RISK OF SELECTION, INSTALLATION, AND USE OFTHE SOFTWARE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PARTOF THIS AGREEMENT. NO USE OF THE SOFTWARE IS AUTHORIZED HEREUNDER EXCEPTUNDER THIS DISCLAIMER.
If implied warranties may not be disclaimed under applicable law, thenANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THE PERIOD REQUIRED BYAPPLICABLE LAW. Some states do not allow limitations on how long animplied warranty may last, so the above limitations may not apply to You.
This warranty gives you specific rights, and You may have other rights
which vary from jurisdiction to jurisdiction.
To the extent that this Warranty Statement is inconsistent with thejurisdiction where You use the Software, the Warranty Statement shall bedeemed to be modified consistent with such local law. Under such local
law, certain limitations may not apply, and you may have additionalrights which vary from jurisdiction to jurisdiction. For example, somestates in the United States and some jurisdictions outside the UnitedStates may: (i) preclude the disclaimers and limitations of this Warranty
Statement from limiting the rights of a consumer; (ii) otherwise restrict
the ability of a manufacturer to make such disclaimers or to impose suchlimitations; or (iii) grant the consumer additional legal rights, specify
the duration of implied warranties which the manufacturer cannotdisclaim, or prohibit limitations on how long an implied warranty lasts.

INDEPENDENT OF THE FORGOING PROVISIONS, IN NO EVENT AND UNDER NO LEGAL
THEORY, INCLUDING WITHOUT LIMITATION, TORT, CONTRACT, OR STRICT PRODUCTS
LIABILITY, SHALL INDIGO ROSE OR ANY OF ITS SUPPLIERS BE LIABLE TO YOU ORANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL
DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OFGOODWILL, WORK STOPPAGE, COMPUTER MALFUNCTION, OR ANY OTHER KIND OFCOMMERCIAL DAMAGE, EVEN IF INDIGO ROSE HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL NOT APPLY TOLIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT PROHIBITED BYAPPLICABLE LAW. IN NO EVENT SHALL INDIGO ROSE'S LIABILITY FOR ACTUALDAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION,EXCEED THE AMOUNT OF THE PURCHASE PRICE PAID FOR THE SOFTWARE LICENSE.
EXPORT CONTROLS. You agree to comply with all export laws andrestrictions and regulations of the United States or foreign agencies orauthorities, and not to export or re-export the Software or any direct
product thereof in violation of any such restrictions, laws orregulations, or without all necessary approvals. As applicable, eachparty shall obtain and bear all expenses relating to any necessary
licenses and/or exemptions with respect to its own export of the Softwarefrom the U.S. Neither the Software nor the underlying information ortechnology may be electronically transmitted or otherwise exported or reexported (i) into Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria or
any other country subject to U.S. trade sanctions covering the Software,to individuals or entities controlled by such countries, or to nationals
or residents of such countries other than nationals who are lawfully
admitted permanent residents of countries not subject to such sanctions;or (ii) to anyone on the U.S. Treasury Department's list of Specially
Designated Nationals and Blocked Persons or the U.S. Commerce
Department's Table of Denial Orders. By downloading or using theSoftware, Licensee agrees to the foregoing and represents and warrantsthat it complies with these conditions.
MISCELLANEOUS. This Agreement constitutes the entire understanding of
the parties with respect to the subject matter of this Agreement andmerges all prior communications, representations, and agreements. This
Agreement may be modified only by a written agreement signed by theparties. If any provision of this Agreement is held to be unenforceable
for any reason, such provision shall be reformed only to the extent
necessary to make it enforceable. This Agreement shall be construed
under the laws of the Province of Manitoba, Canada, excluding rules
regarding conflicts of law. The application the United Nations
Convention of Contracts for the International Sale of Goods is expresslyexcluded. This license is written in English, and English is its
controlling language.
U.S. GOVERNMENT END USERS. The Software is a "commercial item," as thatterm is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of "commercial
computer software" and "commercial computer software documentation," assuch terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48
C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995),
all U.S. Government End Users acquire the Software with only those rights
set forth herein.

LICENSEE OUTSIDE THE U.S. If You are located outside the U.S., then thefollowing provisions shall apply: (i) Les parties aux presentes
confirment leur volonte que cette convention de meme que tous lesdocuments y compris tout avis qui siy rattache, soient rediges en langue
anglaise (translation: "The parties confirm that this Agreement and all
related documentation is and will be in the English language."); and(ii) You are responsible for complying with any local laws in yourjurisdiction which might impact your right to import, export or use theSoftware, and You represent that You have complied with any regulations
or registration procedures required by applicable law to make thislicense enforceable.