LogicGem License Agreement
This License Agreement is a legal agreement between you, either as an individual or a single
entity (“End User”), and Catalyst Development Corporation (“Catalyst”) for the software
product identified as “LogicGem” (“Software” or “Software Product”). The Software Productincludes executable programs, electronic documentation, and may include associated media
and printed materials.
Installing this Software Product on to a hard disk or any other storage device of a computer, orloading any of the Components into the memory of any computer, constitutes use of theSoftware and shall acknowledge your acceptance of the terms and conditions of this License
Agreement and your agreement to bound thereby.
1. GRANT OF LICENSE
Catalyst Development grants you as an individual, a personal, non-exclusive, non-transferable
license to install the Software Product using an authorized serial number. If you are an entity,
Catalyst grants you the right to appoint an individual within your organization to use andadminister the Software Product subject to the same restrictions enforced on individual users.
You may not network the Software or otherwise use it on more than one workstation orcomputer at the same time. Contact Catalyst for more information regarding multi-user site
licensing.
You may install the Software Product on one or more workstations or computers expressly forthe purposes of evaluating the performance of the Software for a period of no more than thirty(30) days. If continued use of the Software is desired after the evaluation period has expired,
then the Software Product must be purchased and/or registered with Catalyst Development foreach computer or workstation. The Software Product must be removed from all unregisteredworkstations or computers after the evaluation period has expired.
2. COPYRIGHT
Except for the licenses granted by this agreement, all right, title, and interest in and to theSoftware Product (including, but not limited to, all copyrights in any executable programs,modules, controls, libraries, electronic documentation, text and example programs), any
printed materials and copies of the Software Product are owned by Catalyst Development. The
Software Product is protected by copyright laws and international treaty provisions. Therefore
you must treat the Software Product like any other copyrighted material except that you may (i)make one copy of the Software solely for backup or archival purposes, or (ii) transfer theSoftware to a single hard disk, provided you keep the original solely for backup or archival
purposes. You may not copy any printed materials that may accompany the Software Product.
All rights not specifically granted in this Agreement, including Federal and International
Copyrights, are reserved by Catalyst Development.
3. UPGRADES
If this copy of the Software is an upgrade from an earlier version of the Software, you mustpossess a valid full license to a copy of an earlier version of the Software to install and/or use
this upgrade copy. You may continue to use each earlier version copy of the Software to which
this upgrade copy relates on your computer after you receive this upgrade copy, provided that,(i) the upgrade copy and the earlier version copy are installed and/or used on the same
computer only and the earlier version copy is not installed and/or used on any other computer;

(ii) you comply with the terms and conditions of the earlier version’s end user license agreementwith respect to the installation and/or use of such earlier version copy; (iii) the earlier version
copy or any copies thereof on any computer are not transferred to another computer unless all
copies of this upgrade copy on such computer are also transferred to such other computer; and(iv) you acknowledge and agree that any obligation Catalyst may have to support and/or offer
support for the earlier version of the Software may be ended upon availability of the upgrade.
4. LICENSE RESTRICTIONS
You may not rent, lease or transfer the Software. You may not reverse engineer, decompile ordisassemble the Software, except to the extent applicable law expressly prohibits the foregoing
restriction. You may not alter the contents of a hard drive or computer system to enable the useof the evaluation version of the Software for an aggregate period in excess of the evaluation
period for one license. Without prejudice to any other rights, Catalyst Development mayterminate this License Agreement if you fail to comply with the terms and conditions of theagreement. In such event, you must destroy all copies of the Software Product.
5. CONFIDENTIALITY(a) The Software contains information or material which is proprietary to Catalyst Development(“Confidential Information”), which is not generally known other than by Catalyst, and which
you may obtain knowledge of through, or as a result of the relationship established hereunderwith Catalyst. Without limiting the generality of the foregoing, Confidential Information includes,
but is not limited to, the following types of information, and other information of a similar nature(whether or not reduced to writing or still in development): designs, concepts, ideas, inventions,specifications, techniques, discoveries, models, data, object code, documentation, diagrams,
flow charts, research, development, methodology, processes, procedures, know-how, newproduct or new technology information, strategies and development plans (including
prospective trade names or trademarks).
(b) Such Confidential Information has been developed and obtained by Catalyst by theinvestment of significant time, effort and expense, and provides Catalyst with a significant
competitive advantage in its business.
(c) You agree that you shall not make use of the Confidential Information for your own benefit orfor the benefit of any person or entity other than Catalyst, except for the expressed purposes
described in this section, in accordance with the provisions of this Agreement, and not for any
other purpose.
(d) You agree to hold in confidence, and not to disclose or reveal to any person or entity, theSoftware, other related documentation, your product Serial Number or any other Confidential
Information concerning the Software other than to such persons as Catalyst shall havespecifically agreed in writing to utilize the Software for the furtherance of the expressedpurposes described in this section, in accordance with the provisions of this Agreement, andnot for any other purpose.
(e) You acknowledge the purpose of this section is to protect Catalyst Development’s ability tolimit the use of the data and the Software generally to licensees, and to prevent use ofConfidential Information concerning the Software by other end users or vendors of software.
6. CONTINUATION OF SERVICE

Some features of the Software may require the use of remote servers under the control ofCatalyst Development to provide specific services. Catalyst makes no warranty as to theavailability of these services and reserves the right to discontinue these services at any timeand without warning. These services may only be accessed using the Application ProgrammingInterfaces (API) imeplented by the Software Product and access is limited to licensees andevaluation users of the Software.
We may suspend or terminate your access to these services without liability if (i) we reasonably
believe that the services are being used (or have been or will be used) in violation of theAgreement, (ii) we reasonably believe that suspending or terminating your access is necessary
to protect our network or our other customers, or (iii) the suspension or termination is requiredby law. We will give you reasonable advance notice of suspension or termination under thissection and a chance to cure the grounds on which the suspension or termination is based,
unless we determine, in our reasonable commercial judgment, that an immediate suspension
or termination is necessary to protect Catalyst or its other customers from imminent andsignificant operational or security risks.
7. LIMITED WARRANTY
If within thirty days of your purchase of this software product, you become dissatisfied with theSoftware for any reason, you may return the software to Catalyst Development (or your dealer, if
you did not purchase it directly from Catalyst) for a refund of your purchase price. To return theSoftware, you must contact Catalyst Development and obtain a Return Material Authorization(RMA) number. Catalyst will not accept returns of opened or installed software without an RMA
number. Returns may be subject to the deduction from your purchase price of a restocking fee
and all shipping costs.
CATALYST PROVIDES NO REMEDIES OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, FOR
ANY SAMPLE APPLICATION CODE, TRIAL VERSION AND THE NOT FOR RESALE VERSION OFTHE SOFTWARE. ANY SAMPLE APPLICATION CODE, TRIAL VERSION AND THE NOT FOR RESALEVERSION OF THE SOFTWARE ARE PROVIDED “AS IS”.
CATALYST DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDINGBUT NOT LIMITED TO IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR APARTICULAR PURPOSE, WITH RESPECT TO THE SOFTWARE, THE ACCOMPANYING WRITTENMATERIALS, AND ANY ACCOMPANYING HARDWARE.
8. LIMITATION OF LIABILITYIN NO EVENT SHALL CATALYST OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER(INCLUDING, WITH LIMITATION, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARYDAMAGES OR LOST PROFITS, BUSINESS INTERRUPTION, OR OTHER PECUNIARY LOSS)ARISING OUT OF THE USE OR INABILITY OF THIS CATALYST PRODUCT, EVEN IF CATALYST HASBEEN ADVISED OF SUCH DAMAGES.
APART FROM THE FOREGOING LIMITED WARRANTY, THE SOFTWARE PROGRAMS AREPROVIDED “AS-IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED. THEENTIRE RISK AS TO THE PERFORMANCE OF THE PROGRAMS IS WITH THE PURCHASER.
CATALYST DOES NOT WARRANT THAT THE OPERATION OF THE PROGRAMS WILL BEUNINTERRUPTED OR ERROR-FREE. CATALYST ASSUMES NO RESPONSIBILITY OR LIABILITY OFANY KIND FOR ERRORS IN THE PROGRAMS OR DOCUMENTATION, OF/FOR THE

CONSEQUENCES OF ANY SUCH ERRORS. THE LAWS OF THE STATE OF CALIFORNIA GOVERN
THIS AGREEMENT.
9. GOVERNMENT RESTRICTED RIGHTS
United States Government Restricted Rights. The Software and related documentation areprovided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government issubject to the restrictions set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data andComputer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of theCommercial Computer Software – Restricted Rights at 48 CFR 52.227-19, as applicable.
Manufacturer for such purposes is Catalyst Development Corporation, 56925 Yucca Trail #254,
Yucca Valley, CA 92284
10. EXPORT CONTROLS
You agree to comply with all relevant regulations, including but not limited to those, of theUnited States Department of Commerce and with the United States Export Administration Act
to ensure that the Software is not exported in violation of United States law. You acknowledge
that the Software is subject to export regulations and agree that you will not export, re-export,
import or transfer the software in violation of any United States or other applicable laws,
whether directly or indirectly, and you will not assist or facilitate others in doing so. You
acknowledge that you have the responsibility to obtain any export classifications and licenses
as may be required to comply with such laws.
The exportation, re-exportation, sale or supply of Catalyst products, software components ordocumentation, directly or indirectly, from the United States or by a United States citizen
wherever located, to Cuba, Iran, North Korea, Syria, or any other country or territory to which theUnited States has embargoed goods, is strictly prohibited without prior authorization by theUnited States Government. You represent and warrant that neither the United States Bureau ofExport Administration nor any other federal agency has suspended, revoked or denied yourexport privileges. Catalyst products, software components or documentation may not beexported or re-exported to anyone on the United States Treasury Department’s list of Specially
Designated Nationals or the United States Department of Commerce Denied Person’s List orEntity List.
11. GOVERNING LAWThis License is governed by the laws of the State of California, without reference to conflict oflaws principles. Any controversy or claim arising out of or relating to this contract, or the breach
thereof, shall be settled by arbitration administered by the American Arbitration Association(“AAA”) under its Commercial Arbitration Rules, and judgment on the award rendered by thearbitrator(s) may be entered in any court having jurisdiction thereof. The arbitrator shall be aretired judge or attorney with at least 15 years commercial law experience and shall be selectedeither by mutual agreement of the parties or by AAA’s selection process. The parties shall beentitled to take discovery in accordance with the provisions of the California Code of Civil
Procedure, including but not limited to CCP 1283.05. The arbitration shall be held in San
Bernardino, California and in rendering the award the arbitrator must apply the substantive lawof the State of California.
12. GENERAL PROVISIONSThis License Agreement contains the complete agreement between the parties with respect tothe subject matter hereof, and supersedes all prior or contemporaneous agreements orunderstandings, whether oral or written. You agree that any varying or additional terms
contained in any purchase order or other written notification or document issued by you in
relation to the Software licensed hereunder shall be of no effect. The failure or delay of Catalyst
to exercise any of its rights under this Agreement or upon any breach of this Agreement shall not
be deemed a waiver of those rights or of the breach.
If any provision of this agreement shall be held by a court of competent jurisdiction to becontrary to law, that provision will be enforced to the maximum extent permissible, and theremaining provisions of this agreement will remain in full force and effect.
LogicGem and other trademarks contained in the Software are trademarks or registeredtrademarks of Catalyst Development Corporation in the United States and/or other countries.
Third party trademarks, trade names, product names and logos may be the trademarks orregistered trademarks of their respective owners. You may not remove or alter any trademark,trade names, product names, logo, copyright or other proprietary notices, legends, symbols orlabels in the Software.