License Terms for pdQsuite Version 1.0 QUALCOMM Incorporated NOTICE: PLEASE READ THIS SOFTWARE LICENSE AGREEMENT (the "License") CAREFULLY BEFORE USING THE SOFTWARE. BY USING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS STATED BELOW. IF YOU DO NOT AGREE WITH THE TERMS OF THIS LICENSE, PROMPTLY DESTROY ALL COPIES OF THE SOFTWARE IN YOUR POSSESSION. THE SOFTWARE IS NOT FOR RESALE. 1. Grant of License. QUALCOMM Incorporated ("QUALCOMM") grants to the end user ("Licensee") a non-exclusive, non-transferable limited license to use the pdQsuite 30-Day Trialware version or the pdQsuite non-expiring version (collectively the "Software") and its related documentation in accordance with this License. 2. Restrictions. This License sets forth the terms and conditions governing the use of the Software. Licensee may not commercially distribute, sublicense, resell, or otherwise transfer for any consideration, or reproduce for any such purposes, either the Software or any modification or derivation thereof, either alone or in conjunction with any other product or program. Further, the Licensee may not, nor permit anyone else to, decompile, reverse engineer, disassemble or otherwise reduce the Software to a human perceivable form, or to modify, network, rent, lease, loan, distribute, or create derivative works based upon the Software in whole or in part. Notwithstanding, if the Software is lawfully acquired outside of the United States within a jurisdiction which is a member of European Economic Community (EEC) subject to the EEC Council Directive of May 14, 1991, Licensee agrees that within that jurisdiction Licensee shall not, and shall not allow any party on Licensee's behalf, to attempt to reverse engineer or decompile the Software into another computer language, except as expressly and specifically provided in the EEC Council Directive of May 14, 1991. Any and all information obtained during such lawful reverse engineering and/or decompiling activities, including but not limited to, the organization, logic, algorithms and processes of the Software, shall be deemed to be the confidential and proprietary information of QUALCOMM or its licensors. The entire right, title and interest in the Software shall remain with QUALCOMM. The Software contains copyrighted material, trade secrets and other proprietary material, and Licensee shall not remove any copyright notices or other legends from the Software or any accompanying documentation. 3. Technical Support. Licensee may purchase a registration number at in order to disable the time-expiring function of the 30-Day Trialware version of the Software and receive six (6) months of technical support via telephone or electronic mail. Upgrades to the Software and its documentation will be made available at no additional cost to Licensee for thirty (30) days following the date of registration. Licensee's access to technical support for the Software shall be subject to Licensee's compliance with QUALCOMM's instructions for accessing such support and standard verification procedures. 4. Export Law Assurances. Licensee agrees and certifies that neither the Software nor the direct product thereof will be exported outside the United States except as authorized and as permitted by the laws and regulations of the United States. If the Software has been rightfully obtained by Licensee outside of the United States, Licensee agrees not to re-export the Software nor the direct product thereof except as permitted by the laws and regulations of the United States and the laws and regulations of the jurisdiction in which Licensee obtained the Software. 5. Termination. This License is effective until terminated. Licensee may terminate this License at any time by destroying all copies of the Software and its documentation. This License will terminate immediately without notice from QUALCOMM if Licensee fails to comply with any provision contained herein. In the event of such termination, Licensee must destroy all copies of the Software and its documentation. 6. Disclaimer of Warranty. LICENSEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE USE OF THE SOFTWARE AND ITS DOCUMENTATION IS AT LICENSEE'S SOLE RISK. THE SOFTWARE, DOCUMENTATION AND ANY TECHNICAL SUPPORT OR UPGRADES ARE PROVIDED ''AS IS'' AND WITHOUT WARRANTY OF ANY KIND. QUALCOMM EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE AND/OR ASSOCIATED MATERIALS, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR AGAINST INFRINGEMENT. QUALCOMM DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. FURTHERMORE, QUALCOMM DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE OR ANY DOCUMENTATION PROVIDED THEREWITH IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY QUALCOMM OR A QUALCOMM AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY. QUALCOMM does not guaranty that the Software (or any similar product) will be available in the future. 7. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL QUALCOMM, ITS AFFILIATES OR THEIR DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR PROPERTY DAMAGE, PERSONAL INJURY, INTELLECTUAL PROPERTY INFRINGEMENT, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, ETC.) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR ITS DOCUMENTATION, EVEN IF QUALCOMM OR ITS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY. 8. No Waiver or Assignment. No delay or failure to take action under this License will constitute a waiver unless expressly waived in writing, signed by a duly authorized representative of QUALCOMM, and no single waiver will constitute a continuing or subsequent waiver. This License may not be assigned, sublicensed or otherwise transferred by Licensee, by operation of law or otherwise, without QUALCOMM's prior written consent, provided that Licensee may assign this License upon written notice to QUALCOMM in instances in which such assignment is to an entity which acquires all or substantially all of the business of Licensee, whether by merger, consolidation, or acquisition of assets. 9. Controlling Law and Severability. This License shall be governed by and construed in accordance with the laws of the United States and the State of California, excluding the U.N. Convention on International Sale of Goods, and without regard to conflict of laws principles. All disputes arising in connection therewith shall be heard only by a court of competent jurisdiction in San Diego County, California, and the prevailing party in any legal proceeding shall be entitled to recover its reasonable attorneys' fees incurred in connection therewith. If for any reason a court of competent jurisdiction finds any provision of this License, or portion thereof, to be unenforceable, that provision of the License shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this License shall continue in full force and effect. 10. Entire Agreement. This License constitutes the entire agreement between the parties with respect to the use of the Software and its documentation, and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any additional or different terms or conditions proposed by Licensee are hereby rejected and shall be of no force and effect unless expressly agreed to in writing by QUALCOMM. No amendment to or modification of this License will be binding unless in writing and signed by a duly authorized representative of QUALCOMM. Copyright (c)1999 QUALCOMM Incorporated. All rights reserved. QUALCOMM is a registered trademark and registered service mark and pdQ and pdQsuite are trademarks of QUALCOMM Incorporated. All other trademarks and service marks are the property of their respective owners.