Compact Data Works, Inc. U.S. Standard Terms and Conditions The following are the Terms and Conditions under which Compact Data Works sells and licenses Products and Services in the United States of America. 1. DEFINITIONS 1.1 "Documentation" refers to manuals and other publications distributed with Software listed in the Price List or supplied in connection with Services. 1.2 "Price List" refers to the Compact Data Works published price list: i) applicable to the Products or Services that are the subject of a particular order, and ii) that is current when the order is accepted. 1.3 "Products" refer to Software and Documentation furnished under these Terms and Condition, but not to Services. For Software and other licensed Products, the term "purchase" means "license" and the term "Purchaser" means "Licensee." 1.4 "Services" refers to Compact Data Works standard software maintenance. 1.5 "Software" refers to software products listed in the Price List supplied and developed by Compact Data Works including packaged application software and software supplied in connection with Services. The term "Software" applies to all parts of Software, including License Keys, and to new versions, new releases, updates, and modifications of Software. The License Key is a unique series of data elements, generated and provided to Purchaser by Compact Data Works, which allows execution of the Software in accordance with the Software License terms. 2. ORDERS, PRICES, AND FEES Prices and fees for Products and Services will be specified in an authorized Compact Data Works quotation that is current at the time an order is accepted, or in the absence of a quotation, shall be Compact Data Works' standard prices and fees specified in the Price List. 3. TAXES Prices and fees are exclusive of and Purchaser is responsible for all applicable taxes on the sale, license, or use of Products or on the provision of Services, except for taxes based on Compact Data Works' net income. 4. PAYMENT Payment for Products is due thirty (30) days from the date of delivery, provided Purchaser maintains credit arrangements satisfactory to Compact Data Works. Payment for Services and of fees for which no "delivery" of Products is involved is due upon receipt of invoice. 5. LIMITED WARRANTY Compact Data Works warrants only that it has the right to grant to Purchaser a license to said Software. Compact Data Works makes no warranties in respect of the functions or capabilities of the Software. Purchaser understands that this product manipulates data and Compact Data Works makes no warranty as to the integrity of Purchaser's data. For a period of sixty (60) days after delivery to Purchaser, Compact Data Works will provide software maintenance without additional charges to correct licensed program errors and issue corrected releases for the Software. However, Compact Data Works does not guarantee maintenance results or represent or warrant that all errors will be corrected, although Compact Data Works will use its best efforts to so correct the programs. 6. LIMITATION OF LIABILITY THE FORGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Compact Data Works DOES NOT WARRANT IN ANY MANNER ANY COMPUTER HARDWARE THAT MAY BE PURCHASED BY LICENSEE IN CONJUNCTION WITH THIS SOFTWARE LICENSE. IN NO EVENT WILL Compact Data Works BE LIABLE FOR CONSEQUENTIAL DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL AND CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR THE MEDIA, EVEN IF Compact Data Works HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIMS BY ANY OTHER PARTY. 7. PATENT AND COPYRIGHT DEFENSE AND INDEMNIFICATION Compact Data Works agrees to indemnify and hold harmless Purchaser with respect to any claim or claims made against Purchaser that the Software and the services provided by Compact Data Works hereunder infringe upon the proprietary rights of others. Purchaser agrees to and shall notify Compact Data Works, in writing within ten (10) days after receipt of notification of any such claim. 8. SOFTWARE LICENSE Purchaser receives no right to use any Software except by the grant of a Software license by Compact Data Works. All rights to and ownership interest in the Software are and shall remain the sole and exclusive property of Compact Data Works. The Software is copyrighted and all rights under the copyright laws for the Software are reserved by Compact Data Works. These Terms and Conditions govern the License granted by Compact Data Works to Purchaser and Purchaser's obligation thereunder. 8.1 Grant of Software License On Compact Data Works' acceptance of Purchaser's order for a Software License, Compact Data Works grants Purchaser a Software License as provided below. Compact Data Works grants no Software license whatsoever, either explicitly or implicitly, except by acceptance of an order for a Software License. For Software supplied by Compact Data Works, Purchaser's order for the packaged application software shall constitute the order for a Software License. Purchaser agrees to comply with and not deliberately modify or make inoperable any feature which is incorporated in the Software to prevent access to unlicensed Software. 8.2 Standard License Terms Purchaser may execute the Software on the Licensed Processor only and may load, copy or transmit the Software, in whole or in part, only as necessary for execution on the Licensed Processor, except that Purchaser may execute the Software on another single processor or equipment configuration on a temporary basis during a malfunction which prevents execution of the Software on the licensed Processor, and may load, transmit, or copy the Software as necessary for such temporary execution. Purchaser may make archival copies of the Software as provided in the Copyright Law of the United States. Purchaser agrees to reproduce Compact Data Works' copyright and all other legal notices, including but not limited to other proprietary notices and notices mandated by governmental entities, on all complete or partial copies or transmissions of the Software. 8.3 Modification and Merger Purchaser may i) modify the Software (in machine readable form only), or ii) merge modified Software or unmodified into other Software, to form adaptations intended solely for execution by Purchaser on the Licensed Processor. Any part of the Software included in such adaptations will continue to be subject to these Terms and Conditions.

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