ContentWatch License Agreement and Warranty

PLEASE READ THE FOLLOWING BEFORE USING THE ACCOMPANYING PRODUCT. YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THE ACCOMPANYING SOFTWARE AND HARDWARE ("APPLIANCE"). THE USE OF THE PRODUCT IS LICENSED FOR USE ONLY AS SET FORTH BELOW. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT USE THE PRODUCT. IF YOU USE ANY PART OF THE SOFTWARE AND HARDWARE, SUCH USE WILL INDICATE THAT YOU ACCEPT.

License Grant

Subject to the terms and conditions of this License, ContentWatch grants you a nonexclusive right and license to use the Software on the Appliance. In addition, (1) you may not rent, lease, sell, sublicense or lend the Appliance; (2) you may not reverse engineer, decompile, disassemble or modify the Software or Appliance, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation; and (3) you may not transfer rights under this License unless such transfer is part of a permanent sale or transfer of the Product, and you transfer at the same time the Appliance and Software to the same party or destroy such materials not transferred, and the recipient agrees to this License. No license is granted in any of the Software's proprietary source code.

You may make a reasonable number of copies of the electronic documentation accompanying the Software for each Software license you acquire, provided that, you must reproduce and include all copyright notices and any other proprietary rights notices appearing on the electronic documentation.

ContentWatch reserves all rights not expressly granted herein.

Intellectual Property Rights

The Software and Appliance is protected by copyright laws, international copyright treaties, and other intellectual property laws and treaties. This license does not grant you any rights to patents, copyright, trade secrets, trademarks or any other rights with respect to the Software and Appliance. ContentWatch and its suppliers retain all ownership of, and intellectual property rights in (including copyright), the Software and Appliance. However, certain components of the Software are components licensed under the GNU General Public License (version 2), which ContentWatch supports. You may obtain a copy of the GNU General Public License at http:/www.fsf.org/copyleft/gpl.html. ContentWatch will provide source code for any of the components of the Software licensed under the GNU General Public License upon request.

Export Restrictions

You agree that you will not export or re-export the Appliance, Software, any part thereof, or any process or service that is the direct product of the Appliance or Software in violation of any applicable laws or regulations of the United States or the country in which you obtained them. U.S. Government Restricted Rights. The Software and related documentation are provided with Restricted Rights. Use, duplication, or disclosure by the Government is subject to restrictions set forth in subparagraph (c) (1) (ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c) (1) and (2) of the Commercial Computer Software-Restricted Rights at 48 C.F.R. 52.227-19, as applicable, or any successor regulations.

Term and Termination

This License is effective until terminated. The License terminates immediately if you fail to comply with any term or condition. In such an event, you must destroy all copies of the Software. You may also terminate this License at any time by destroying the Product.

Governing Law and Attorney's Fees

This License is governed by the laws of the State of Utah, USA, excluding its conflict of law rules. You agree that the United Nations Convention on Contracts for the International Sale of Goods is hereby excluded in its entirety and does not apply to this License. In any action or suit to enforce any right or remedy under this License or to interpret any provision of this License, the prevailing party will be entitled to recover its costs, including reasonable attorneys' fees.

Entire Agreement

This License constitutes the entire agreement between you and ContentWatch with respect to the Software, and supersedes all other agreements or representations, whether written or oral. The terms of this License can only be modified by express written consent of both parties. If any part of this License is held to be unenforceable as written, it will be enforced to the maximum extent allowed by applicable law, and will not affect the enforceability of any other part.

CONTENTWATCH DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. OTHER THAN AS STATED HEREIN, THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. ALSO, THERE IS NO WARRANTY AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE OR AGAINST INFRINGEMENT. IF YOU HAVE RECEIVED ANY WARRANTIES REGARDING THE DEVICE OR THE SOFTWARE, THOSE WARRANTIES DO NOT ORIGINATE FROM, AND ARE NOT BINDING ON, CONTENTWATCH.

NO LIABILITY FOR CERTAIN DAMAGES. EXCEPT AS PROHIBITED BY LAW, CONTENTWATCH SHALL HAVE NO LIABILITY FOR COSTS, LOSS, DAMAGES OR LOST OPPORTUNITY OF ANY TYPE WHATSOEVER, INCLUDING BUT NOT LIMITED TO, LOST OR ANTICIPATED PROFITS, LOSS OF USE, LOSS OF DATA, OR ANY INCIDENTAL, EXEMPLARY SPECIAL OR CONSEQUENTIAL DAMAGES, WHETHER UNDER CONTRACT, TORT, WARRANTY OR OTHERWISE ARISING FROM OR IN CONNECTION WITH THIS LICENSE OR THE USE OR PERFORMANCE OF THE SOFTWARE. IN NO EVENT SHALL CONTENTWATCH BE LIABLE FOR ANY AMOUNT IN EXCESS OF THE PURCHASE PRICE AND/OR ANY LICENSE FEES PAID TO CONTENTWATCH UNDER THIS LICENSE. SOME STATES AND COUNTRIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.

Hardware Warranty

ContentWatch Inc. warrants your ContentWatch product to be in good working order and to be free from defects in workmanship and material (except in those cases where materials are supplied by the Purchaser) under normal and proper use and service for the period of one (1) year from the date of purchase from an Authorized ContentWatch Reseller. In the event that this product fails to meet this warranty within the applicable warranty period, and provided that ContentWatch confirms the specified defects, Purchaser's sole remedy is to have ContentWatch, at ContentWatch's sole discretion, repair or replace such product at the place of manufacture, at no additional charge other than the cost of freight of the defective product to and from the Purchaser. Repair costs and replacement products will be provided on an exchange basis and will be either new or reconditioned. ContentWatch will retain, as its property, all replaced parts and products. Notwithstanding the foregoing, this hardware warranty does not include service to replace or repair damage to the product resulting from accident, disaster, abuse, misuse, electrical stress, negligence, any non- ContentWatch modification of the product except as provided or explicitly recommended by ContentWatch, or other cause not arising out of defects in material or workmanship. This hardware warranty also does not include service to replace or repair damage to the product if the serial number or seal or any part thereof has been altered, defaced, or removed. If ContentWatch does not find the product to be defective, the Purchaser will be invoiced for said inspection and testing at ContentWatch's then current rates, regardless of whether the product is under warranty.