END USER LICENSE AGREEMENT

MACKICHAN SOFTWARE, INC., ("MacKichan") agrees to grant you a software l

icense ("License") in accordance with the following terms and conditions:
SECTION 1
DEFINITIONS
1.1
"Product" means the software, license, and documentation for ##s
ystem##, downloaded or supplied on CD-ROM, together with any and all corrections
and updates furnished by MacKichan to you under paragraphs 4.2, 5.2, 5.3 or oth
erwise under this Agreement.
SECTION 2
LICENSE
2.1
Grant. MacKichan hereby grants you a personal, nonexclusive, non
transferable License to install and use the Product for your personal requiremen
ts, either to be used by a single person who uses the software personally on one
or more computers, or to be installed on a single workstation used non-simultan
eously by multiple people, but not both.
2.2
Use. You hereby agree that you shall use the Product only for th
e purposes specified in paragraph 2.1 and in accordance with the following:
(a)
You shall either: use the Product only on authorized computers which are
owned or used by you and you will use the Product solely for your personal use;
or: install the product on a single workstation used non-simultaneously by mult
iple people; but not both.
(b)
You shall not modify or prepare derivative works from the Product;
(c)
You shall not reverse engineer, disassemble or decompile the Product;
(d)
You shall not remove, obscure, or alter any notice of patent, copyright,
trade secret, trademark, or other proprietary right present on any Product or D
ocumentation; and
(e)
You shall not sub-license, sell, lend, rent, lease, or otherwise transfe
r all or any portion of the Product or the Documentation to any third party exce
pt as permitted in paragraph 7.2.
2.3
Reservation of Proprietary Rights. The Product and Documentation
involve valuable copyright, trade secret, trademark and other proprietary right
s of MacKichan. Except for the License granted under paragraph 2.1, MacKichan re
serves all rights to the Product and Documentation. No title to or ownership of
any Product or proprietary rights related to the Products or Documentation is tr
ansferred to you under this Agreement.
SECTION 3
MAINTENANCE & SUPPORT
3.1
Telephone Support. MacKichan will offer telephone and/or electro
nic mail (e-mail) support to you during the hours of 8:00 a.m. to 5:00 p.m. (Pac
ific time), Monday through Friday, excluding national holidays observed by MacKi
chan. MacKichan shall not be obligated to answer support questions from persons
other than you.
3.2
Software Updates. Upon the publication of a new version of the P
roduct or Documentation, you may choose to continue to use the version of the Pr
ogram licensed to you in paragraph 2.1. You may also choose to purchase a new li
cense for the new version(s) of the Program or Documentation in accordance with
the terms of the upgrade policy established by MacKichan from time to time.
SECTION 4
TERMINATION
4.1
Term. The term of this Agreement and the License set forth in pa
ragraph 2.1 shall commence on the date of this Agreement and shall end upon the
termination of this Agreement pursuant to paragraph 4.2 or 4.3##DurationStatemen
t##.

4.2
Termination By You. You may terminate this Agreement and the Lic
ense by giving thirty (30) days written notice to MacKichan. Any and all outstan
ding fees due must be paid commensurate with such notice of termination.
4.3
Termination By MacKichan. If you default in the performance of o
r compliance with any of your obligations under this Agreement, and such default
has not been remedied or cured within thirty (30) days after MacKichan gives yo
u written notice specifying the default or, if the nature of the default is such
that more than thirty (30) days are required for the cure thereof, you fail to
commence your effort to cure such breach or default within such thirty (30) days
and to diligently prosecute the same to completion thereafter, MacKichan may te
rminate this Agreement and the License, in addition to its other rights and reme
dies under law.
4.4
Post Termination. Upon termination of this Agreement by MacKich
an, you shall immediately cease use of the Product and Documentation and destroy
(and in writing certify such destruction) or return to MacKichan all copies of
the Product and Documentation then in your possession or control within five (5)
days after termination.
4.5
Survival. Sections 1, 4, 6 and 7 and paragraphs 2.3 and 5.4 and
all other provisions of this Agreement which may reasonably be interpreted or c
onstrued as surviving the termination of this Agreement, shall survive the termi
nation of this Agreement.
SECTION 5
WARRANTIES AND REMEDIES
5.1
Performance Warranty. MacKichan warrants to you that for a perio
d of thirty (30) days commencing upon delivery of the Product to you, that when
operated in accordance with the Documentation and other instructions provided by
MacKichan, the Product will perform substantially in accordance with the functi
onal specifications set forth in the Documentation. During the warranty period,
MacKichan will provide you, at no additional charge, with (i) a replacement copy
of the Product if the media becomes damaged or is destroyed to the extent that
the Product is unusable, and (ii) advice, consultation and assistance to use the
Product and diagnose and correct problems that you may encounter.
5.2
Remedy. If the Product fails to comply with the warranty set for
th in paragraph 5.1, MacKichan will use reasonable efforts to correct the noncom
pliance (e.g., by furnishing a correction or update of the non-compliant Product
), provided that: you notify MacKichan of the noncompliance within thirty (30) d
ays after delivery of the Product to the you; and MacKichan is able to reproduce
the noncompliance. If after the expenditure of reasonable efforts MacKichan is
unable to correct any such noncompliance, MacKichan may, in its sole discretion,
refund to you all or an equitable portion of the license fee paid by you to Mac
Kichan for such Product in full satisfaction of your claims relating to such non
compliance.
5.3
Warranty Limitations. MacKichan does not warrant that the Produc
t is free from all bugs, errors and omissions. The warranty set forth in paragra
ph 5.1 applies only to the latest release of the Product made available by MacKi
chan to you. Such warranty does not apply to any noncompliance resulting from mi
suse, casualty loss, use or combination of the Product with any products, goods,
services or other items furnished by anyone other than MacKichan or any modific
ation not made by or for MacKichan.
5.4
DISCLAIMER AND RELEASE. THE WARRANTY OF MACKICHAN AND YOUR REMED
IES SET FORTH IN THIS SECTION 5 ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND YOU H
EREBY WAIVE, RELEASE AND DISCLAIM, ALL OTHER WARRANTIES, OBLIGATIONS AND LIABILI
TIES OF MACKICHAN AND ALL OTHER REMEDIES, RIGHTS AND CLAIMS YOU MIGHT HAVE, EXPR
ESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO THE PRODUCTS, DOCUM
ENTATION, SERVICES AND ANY OTHER ITEMS SUBJECT TO THIS AGREEMENT, INCLUDING, BUT
NOT LIMITED TO: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PA
RTICULAR PURPOSE; (B) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, C
OURSE OF DEALING OR USAGE OF TRADE; (C) ANY OBLIGATION, LIABILITY, RIGHT, REMEDY
, OR CLAIM IN TORT, NOTWITHSTANDING ANY FAULT, NEGLIGENCE, STRICT LIABILITY OR P

RODUCT LIABILITY OF MACKICHAN (WHETHER ACTIVE, PASSIVE OR IMPUTED); AND (D) ANY
OBLIGATION, LIABILITY, REMEDY, RIGHT OR CLAIM FOR INFRINGEMENT.
SECTION 6
LIMITATIONS OF LIABILITY
6.1
Excused Performance. Neither party will be liable for, or be con
sidered to be in breach of or default under this Agreement on account of, any de
lay or failure to perform as required by this Agreement (other than monetary obl
igations) as a result of any cause or condition beyond such party's reasonable c
ontrol.
6.2
DOLLAR LIMITATION. MACKICHAN'S LIABILITY (WHETHER IN CONTRACT, W
ARRANTY, TORT OR OTHERWISE; AND NOTWITHSTANDING ANY FAULT, NEGLIGENCE, REPRESENT
ATION, STRICT LIABILITY OR PRODUCT LIABILITY OF MACKICHAN) UNDER THIS AGREEMENT
WITH REGARD TO ANY PRODUCT, DOCUMENTATION, SERVICES OR OTHER ITEMS SUBJECT TO TH
IS AGREEMENT SHALL IN NO EVENT EXCEED THE TOTAL COMPENSATION PAID BY YOU TO MACK
ICHAN UNDER THIS AGREEMENT.
6.3
DAMAGE LIMITATION. IN NO EVENT WILL MACKICHAN HAVE ANY OBLIGATIO
N OR LIABILITY (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PROD
UCT LIABILITY OR OTHER CAUSE OF ACTION) FOR THE COST OF COVER OR FOR ANY INCIDEN
TAL, DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES OR LIABILITIES (INCLUDING, BUT NO
T LIMITED TO, ANY LOSS OF REVENUE, PROFIT OR BUSINESS) EVEN IF MACKICHAN OR ITS
EMPLOYEES AND REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAG
ES.
SECTION 7
MISCELLANEOUS
7.1
Notices. Any notice or other communication under this Agreement
given by either party to the other will be deemed to be properly given if given
in writing and delivered in person or by facsimile, if acknowledged received by
return facsimile or followed within one day by a delivered or mailed copy of suc
h notice, or if mailed, properly addressed and stamped with the required postage
, to the intended recipient at its address specified in this Agreement. Either p
arty may from time to time change its address for notices under this paragraph b
y giving the other party notice of the change in accordance with this paragraph.
7.2
Assignment. You shall not assign (directly, by operation of law
or otherwise) this Agreement or any of its rights under this Agreement without t
he prior written consent of MacKichan. Subject to the foregoing, this Agreement
is binding upon, inures to the benefit of and is enforceable by the parties and
their respective successors and assigns.
7.3
Nonwaiver. Any failure of either party to insist upon or enforce
performance by the other party of any of the provisions of this Agreement or to
exercise any rights or remedies under this Agreement will not be interpreted or
construed as a waiver or relinquishment of such party's right to assert or rely
upon such provision, right or remedy in that or any other instance; rather the
same will be and remain in full force and effect.
7.4
Entire Agreement. This Agreement consists of the entire Agreemen
t and supersedes any and all prior agreements between MacKichan and you relating
to the Product, Documentation and other items subject to this Agreement. No ame
ndment of this Agreement will be valid unless set forth in a written instrument
signed by both parties.
7.5
Compliance with Laws. MacKichan and you shall each comply with a
ll applicable laws, regulations, rules, orders and other requirements, now or he
reafter in effect, of any applicable governmental authority, in their performanc
e of this Agreement. Without limiting the generality of the foregoing, you will
comply with all export control laws and regulations of the United States in deal
ing with the Product including its export and use of the Product outside the Uni
ted States.
7.6
Governing Law. THIS AGREEMENT WILL BE INTERPRETED, CONSTRUED AND
ENFORCED IN ALL RESPECTS IN ACCORDANCE WITH THE LAWS OF THE STATE OF WASHINGTON
WITHOUT REFERENCE TO ITS CHOICE OF LAW RULES. YOU WILL NOT COMMENCE OR PROSECUT

E ANY CLAIM, ACTION, SUIT OR PROCEEDING RELATING TO THIS AGREEMENT OR THE PRODUC
T, DOCUMENTATION, SERVICES OR OTHER ITEMS SUBJECT TO THIS AGREEMENT OTHER THAN I
N THE COURTS OF THE STATE OF WASHINGTON, KING COUNTY, OR THE UNITED STATES DISTR
ICT COURT LOCATED IN KING COUNTY. YOU HEREBY IRREVOCABLY CONSENT TO THE JURISDIC
TION AND VENUE OF THE COURTS IDENTIFIED IN THE PRECEDING SENTENCE IN CONNECTION
WITH ANY CLAIM, ACTION, SUIT OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY PRO
DUCT, DOCUMENTATION, SERVICES OR OTHER ITEMS SUBJECT TO THIS AGREEMENT.
MACKICHAN SOFTWARE, INC.
19307 8th Avenue
Suite C
Poulsbo, WA 98370-7370
Phone: 360-394-6033
Fax: 360-394-6039
Web: http://www.mackichan.com