SOFTWARE LICENSE AGREEMENT
July 2005
VERY IMPORTANT - READ CAREFULLY: This Infragistics Software License
Agreement (hereinafter, this "LICENSE") is a legal agreement between you (either anindividual or a single entity) and Infragistics, Inc. ("Infragistics"), for the software
containing this LICENSE or products identified on the disk or CD-ROM enclosed withthe package which contain computer software and associated media and printed materials,
and may include "on-line" or electronic documentation (the "SOFTWARE") and forwhich the CD-Key(s) are either provided on the back of the enclosed CD case or obtainedthrough Infragistics or its authorized distributor.
IT IS NECESSARY FOR YOU TO AGREE TO BE BOUND BY THE TERMS OF
THIS LICENSE BEFORE YOU ARE PERMITTED TO CONTINUE TO INSTALLTHE SOFTWARE. BY CLICKING THE [ENTER] OR [ACCEPTED] ICON BELOW,OR BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOUAGREE TO BE BOUND BY THE TERMS OF THIS LICENSE INCUDING THE
WARRANTY DISCLAIMERS, LIMITATIONS ON LIABILITY ANDTERMINATION PROVISIONS.
If you do not agree to the terms of this LICENSE click the [CANCEL] icon to EXIT
NOW. The installation process will be terminated. You will be entitled to a full refundof the amount paid for the SOFTWARE provided you return the unused SOFTWARE tothe place from which you obtained it within thirty (30) days of the date of purchase,unless YOU LICENSE THE SOURCE CODE, IN WHICH CASE THE ENTIRE SALE
IS FINAL.
I. OWNERSHIP; LICENSE GRANT.
This is a license agreement and NOT an agreement for sale. Infragistics continues to own
the copy of the SOFTWARE contained on the disk or CD-ROM and all copies thereof.
Your rights to the SOFTWARE are specified in this LICENSE, and Infragistics retains allrights not expressly granted to you in this LICENSE. Infragistics hereby grants to you,and you accept, a non-exclusive, non-transferable license to use, copy and modify theSOFTWARE only as authorized below.
II. PERMITTED USES.
This LICENSE grants you the following rights:
A. The SOFTWARE is licensed per individual developer. You may make copies
on more than one computer, as long as the use of the SOFTWARE is by the samedeveloper. If you have purchased a "multi-pack" license, you may use a copy of theSOFTWARE identified in the multi-pack on the number of computers associated with themulti-pack (e.g. a five user multi-pack allows you to use the SOFTWARE on up to fivecomputers concurrently or by five different developers, the ten user multi-pack on up toten computers concurrently or by ten different developers). The SOFTWARE is in "use"on a computer when it is loaded into temporary memory (i.e. RAM) or installed into
permanent memory (e.g. hard disk, CD-ROM, or other storage devise) of that computer.
However, installation on a network server for the sole purpose of internal distribution to
one or more other computer(s) shall not constitute "use" for which a separate license isrequired, provided you have a separate license for each computer to which theSOFTWARE is distributed.

B. Solely with respect to electronic documents included with the SOFTWARE,
you may make a copy (either in hardcopy or electronic form) for each developer forwhich the Software has been licensed as described in Section II.A, above; provided, thatsuch copies shall be used only by such developer for internal purposes and are not to be
republished or distributed to any other third party or developer.
C. You may use the trial versions and product tours, as described on the CDROM, of the SOFTWARE included on the CD-ROM only for the limited purposes ofdemonstrations, trials and design time evaluations and running a product tour.
III. PROHIBITED USES.
You may not, without the prior written permission of Infragistics:
A. Disassemble, decompile or "unlock", decode or otherwise reverse translate orengineer, or attempt in any manner to reconstruct or discover any source code orunderlying algorithms of SOFTWARE provided in object code form only.
B. Use, copy, modify, or merge copies of the SOFTWARE and any
accompanying documents except as permitted in this LICENSE.
C. Transfer, rent, lease, or sublicense the SOFTWARE.
D. Separate the software programs comprising the SOFTWARE for use by morethan one user at a time.
IV. SOURCE CODE.
A. Provided you have purchased a license to the source code, you may makemodifications, enhancements, derivative works and/or extensions to that licensed sourcecode provided to you under the terms set forth in this section IV.
• While Infragistics does not claim any ownership rights in applications,frameworks or components developed using the SOFTWARE, in the eventyou develop any modifications, enhancements, derivative works and/orextensions to the licensed source code, either independently or jointly withInfragistics, such modifications, enhancements, derivative works and/orextensions and all rights associated therewith will be the exclusive
property of Infragistics. You will not grant, either expressly or impliedly,
any rights, title, interest, or licenses to any such modifications,enhancements, derivative works and/or extensions to any third party. Youwill, however, be entitled to use such modifications, enhancements,derivative works and/or extensions under the terms set forth in thisagreement. You hereby assign all right, title and interest in and to suchmodifications, enhancements, derivative works and/or extensions to thelicensed source code to Infragistics. You also agree to execute,acknowledge and deliver to Infragistics all documents and do all things
Infragistics deems necessary or desirable, at no cost to you but at
Infragistics expense, to enable Infragistics to obtain and secure suchmodifications, enhancements, derivative works and/or extensions

anywhere in the World. You agree to secure all necessary rights andobligations from relevant employees, or third parties in order to satisfy theabove obligations.
• You may not distribute the Infragistics source code, or any modification,enhancement, derivative work and/or extension thereto, in source codeform.
• The source code contained herein and in related files is provided to theregistered developer for the sole purposes of education andtroubleshooting. Under no circumstances may any portion of the sourcecode be distributed, disclosed or otherwise made available to any third
party without the express, prior written consent of Infragistics.
• Under no circumstances may the source code be used in whole or inpart, as the basis for creating a product that provides the same, orsubstantially the same, functionality as any Infragistics product. You will
not take any action, or assist or otherwise aid anyone else in taking anyaction, that would limit Infragistics' independent development, sale,assignment, licensing or use of its own software or any modification,enhancement, derivative work and/or extension thereto.
• You will not modify or delete, in whole or part, any copyright, trade
secret, proprietary, confidential or other notice thereon or therein without
the express, prior written consent of Infragistics.
• If you purchase any license that includes source code in yourorganization, all licenses for the same product in your organization mustbe purchased with source code.
• YOU UNDERSTAND AND ACKNOWLEDGE THAT SOURCECODE IS LICENSED AS IS, AND THAT INFRAGISTICS DOES NOTPROVIDE ANY TECHNICAL SUPPORT FOR SOURCE CODE.
V. REDISTRIBUTABLE COMPONENTS.
A. In addition to the license and rights granted in Sections I and II, Infragistics
grants you the right to use the presentation layer framework portion of the SOFTWARE
which is either on disk, CD-ROM or electronic format (collectively "PLF") provided:• You may use the PLF to create your own components, as long as, it is
NOT the basis for creating a product that provides the same, or
substantially the same, functionality as any Infragistics product; and• In the event you develop any modifications, enhancements, derivativeworks and/or extensions to the PLF, either independently or jointly with
Infragistics, such modifications, enhancements, derivative works and/orextensions and all rights associated therewith will be the exclusive
property of Infragistics. You will not grant, either expressly or impliedly,
any rights, title, interest, or licenses to any such modifications,enhancements, derivative works and/or extensions to any third party. You
will, however, be entitled to use such modifications, enhancements,derivative works and/or extensions under the terms set forth in thisagreement. You hereby assign all right, title and interest in and to suchmodifications, enhancements, derivative works and/or extensions to thePLF to Infragistics. You also agree to execute, acknowledge and deliverto Infragistics all documents and do all things Infragistics deems necessaryor desirable, at no cost to but at Infragistics's expense, to enable
Infragistics to obtain and secure such modifications, enhancements,
derivative works and/or extensions anywhere in the World. You agree tosecure all necessary rights and obligations from relevant employees, or
third parties in order to satisfy the above obligations.
B. In addition to the license and rights granted in Sections I and II, Infragistics
grants you a nonexclusive, royalty-free right to reproduce and distribute the object code
version of those portions of the SOFTWARE designated in the SOFTWARE as (i) thoseportions of the SOFTWARE which are identified in the documentation as the VBX("VBX") and/or OCX ("OCX") Controls and/or DLL Controls and/or class files and/or
jar files; (ii) those portions of the SOFTWARE which are identified in the documentation
as REDISTRIBUTABLE DLLs ("DLLs") (collectively the "REDISTRIBUTABLES");
provided:• you distribute the REDISTRIBUTABLES in object code form only in
conjunction with and as part of your software application product whichadds significant and primary functionality;• you do not use Infragistics' name, logo or trademarks to market yoursoftware application product;• you include a valid copyright notice on your SOFTWARE; andC. In addition to the other requirements set forth in this Section V, you hereby
agree to indemnify, hold harmless, and defend Infragistics from and against any and allliabilities, damages, losses, costs and expenses (including reasonable attorneys' fees)
arising from or related to any claim, action, proceeding or allegation that arises or results,
either directly or indirectly, from the use and distribution of any of your software
application product(s) or components.
VI. ACADEMIC LICENSE-ELIGIBILITY REQUIREMENTS.
Infragistics, Inc. offers qualified Educational Institutions or Organizations and eligible
Academic End Users the ability to buy educational licenses of Infragistics products foreducational instruction purposes. Educational versions of Infragistics products can not beused for any commercial purpose. Programs and prices are subject to change without
notice. Please contact us for eligibility requirements or if you have any other questions
about the Infragistics Education Program, e-mail us at: Academics@infragistics.com
VII. COPYRIGHT.
All title and copyrights in and to the SOFTWARE (including but not limited to any
images, photographs, animation, video, audio, music, text and "applets" incorporated intothe SOFTWARE) and the accompanying printed materials are owned by Infragistics orits suppliers. The SOFTWARE is protected by United States copyright laws andinternational treaty provisions. All rights are reserved worldwide. You must treat theSOFTWARE like any other copyrighted material, except that you may, in addition to thecopies permitted in this LICENSE, make one copy of the SOFTWARE solely for backup

or archival purposes. No part of the accompanying printed materials may be reproduced,transmitted, transcribed, stored in any retrieval system, or translated into any language by
any means without the express prior written permission of Infragistics.
VIII. TERMINATION.
This LICENSE and your right to use the SOFTWARE will terminate immediately
without notice from Infragistics if you fail to comply with the terms and conditions of
this LICENSE. Upon termination, you agree to destroy the SOFTWARE, including allaccompanying documents and copies. This is in addition to and not in lieu of any
criminal, civil or other remedies available to Infragistics. Infragistics credit policy willapply. Infragistics credit policy is available upon request.
IX. CONFIDENTIALITY.
You acknowledge that the SOFTWARE and any source code provided to you pursuant tothis LICENSE, as well as any modification, enhancement, derivative work and/orextension thereto includes valuable trade secrets of Infragistics. You agree to maintain inconfidence the Infragistics Source Code (in source code form), and any modification,enhancement, derivative work and/or extension thereto, by using at least the same
physical and other security measures as you use for your own confidential technicalinformation and documentation, but in no event less that a commercially reasonable
standard of care. You further agree not to disclose the Infragistics Source Code (insource code form), or any aspect thereof, or any modification, enhancement, derivative
work and/or extension thereto, or any aspect thereof, to anyone other than employees orcontractors who have a need to know or obtain access to such information in order tosupport your authorized use of the SOFTWARE and who are bound to protect suchinformation against any other use or disclosure. You agree to assume full responsibility
for such employees' or contractors' use, or misuse, of such disclosed source code as if it
was your use. These obligations shall not apply to any information generally available tothe public, independently developed or obtained without reliance on Infragistics'information, or approved in writing for release by Infragistics without restriction.
X. U.S. GOVERNMENT RESTRICTED RIGHTS.
Any SOFTWARE and documentation which is provided to the United States of America,
its agencies and/or the U.S. Government ("the Government") is provided with
RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject torestrictions as set forth in 48 C.F.R. 2.101 (October 1995), consisting of "Commercial
Computer Software" and "Commercial Computer Software Documentation" as suchterms are used in 48 C.F.R. 12.212 (September 1995) and in FAR Sections 52-227-14
and 52-227-19 or DFARS Section 52.227-7013 (C)(1)(ii), or their successors, asapplicable. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through227.7204-4 (June 1995), or any successor regulations, this Software is provided toGovernment users pursuant to the terms and conditions herein. Manufacturer isInfragistics, Inc., 50 Millstone Road, Bldg 200, Suite 150, East Windsor, NJ 08520.

XI. LIMITED WARRANTY.
A. Except with respect to REDISTRIBUTABLES and source code, which areprovided "AS IS," without warranty of any kind, Infragistics warrants that theSOFTWARE will perform substantially in accordance with the accompanying materials
for a period of thirty (30) days from the date of receipt. Infragistics does not warranty
that the SOFTWARE will be error-free. SOURCE CODE IS LICENSED "AS IS".
INFRAGISTICS DOES NOT PROVIDE ANY TECHNICAL SUPPORT FOR SOURCE
CODE.
B. Infragistics' and its suppliers' entire liability, in contract, tort or otherwise, andyour exclusive remedy under the performance warranty set forth in Section XI.A, shall be,
at Infragistics' option, either (a) return of the purchase price paid, or (b) repair orreplacement of the defective SOFTWARE. SOFTWARE purchased other than directlyfrom Infragistics shall be returned to the place it was purchased. This limited warranty isvoid if failure of the SOFTWARE has resulted from accident, abuse, or misapplication.
Any replacement SOFTWARE will be warranted for the remainder of the original thirty(30) day period.
C. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION XI,INFRAGISTICS AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES,EITHER EXPRESS OR IMPLIED, WHETHER ARISING BY STATUTE OROTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE ORTRADE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OFACCURACY, COMPLETENESS, PERFORMANCE, CURRENCY,MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITHREGARD TO THE SOFTWARE.
XII. LIMITATION OF LIABILITIES.
Infragistics' liability, whether in contract, tort, or otherwise, arising out of Licensee's useof, or in connection with, the SOFTWARE, or otherwise under this Agreement, shall not
exceed the amount of the license fee paid by you to Infragistics. IN NO EVENTSHALL INFRAGISTICS OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL,INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER(INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESSPROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, ORANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITYTO USE THE SOFTWARE, EVEN IF INFRAGISTICS HAS BEEN ADVISED OFTHE POSSIBILITY OF SUCH DAMAGES.
Some states and jurisdictions do not allow the exclusion or limitation of liability forconsequential or incidental damages, or the exclusion of implied warranties or limitations
on how long a warranty may last, so the limitations in Sections XI and XII may not apply
to you.
XIII. MISCELLANEOUS.
In the event of invalidity of any provision of this LICENSE, the parties agree that suchinvalidity shall not affect the validity of the remaining portions. You agree that you will
not export or re-export the Software without the appropriate United States or foreign

government licenses. This LICENSE is governed by the laws of the State of New Jersey
as applied to agreements entered into and to be performed entirely within New Jersey.
This is the entire agreement between you and Infragistics which supersedes any prior