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Software License Agreement

Mewsoft License Agreement

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY:

1. Parties to License

This license governs the use of any Mewsoft software products which, together with all associated documentation, additional modules and future modified versions are collectively and separately referred to in this license as the "Software". In this license, Mewsoft is referred to as "we" (or derivations thereof) and the party authorized to use all or any part of the Software is referred to as "you" (or derivations thereof).

2. License to use Software

Your use of the Software or your installation of the Software on any of your computers signifies your acceptance of the terms of this License. Your right to continue to use the Software is subject to your full compliance with all the provisions of this License. We grant to you a single, non-exclusive to use one copy of the Software in accordance with the terms and conditions of this agreement. Any rights not expressly granted are reserved. You may install and use only one copy of the Software on one web site and on one web server. If such usage is for several different web sites or for different customers, even if all copies are located on the same web server, such usage is prohibited unless additional licenses are purchased. You may make a single copy of the Software solely for the purpose of back-up. This License only grants a right to use the Software and no title passes to you with respect to the Software, the media it is delivered on or otherwise. You must not sell, transfer, assign, sublicense or otherwise deal with any of the rights granted under this License. You must not

reverse assemble, reverse compile, decode the Software or attempt to ascertain the source code by any means, to create derivative works by modifying the source code to include as part of another program that you either sell, give away, or otherwise distribute via any method, or modify the source code in a way that the Software looks and performs other functions that it was not designed to.
remove, change or bypass any copyright or Software protection statements embedded in the Software
provide bureau services or use the Software in or for any other company or other legal entity.

You agree

the Software is a valuable asset of ours and is supplied to you on a restricted and confidential basis
the Software will be kept secret and confidential by you at all times unless specifically authorized by us
all copyright in the Software is retained and title to the copy of the Software which is delivered to you and to any copies, reproductions, adaptations, enhancements or translations made of the Software and interfaces with the Software is also retained by us and to the extent necessary you hereby assign intellectual property rights in same to us
to reproduce and include the copyright notice and any other legend specified by us on any copies of the Software you make
at all times to take reasonable steps to protect the Software from unauthorized access and use
to give notice of any infringement of copyright or any of our rights which comes to your attention
before disposing of any media, to ensure any of the Software contained on it has been erased or destroyed.

3. Export Restrictions

You agree that you will not export or re-export the SOFTWARE PRODUCT to any country, person, or entity subject to U.S. export restrictions. You specifically agree not to export or re-export the SOFTWARE PRODUCT:
(i) to any country to which the U.S. has embargoed or restricted the export of goods or services, which as of March 1998 include, but are not necessarily limited to Cuba, Iran, Iraq, Libya, North Korea, Sudan and Syria, or to any national of any such country, wherever located, who intends to transmit or transport the products back to such country;
(ii) to any person or entity who you know or have reason to know will utilize the SOFTWARE PRODUCT or portion thereof in the design, development or production of nuclear, chemical or biological weapons; or
(iii) to any person or entity who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government.

4. Discontinuance and Termination of License

This License will terminate immediately without further notice to you if you breach any provision of this License. On termination of this License you must destroy all copies, reproductions and translations of the Software and remove and destroy the Software from any work in which it has been modified or merged. You must give us reasonable proof of these actions and will certify in writing that you have done so. No refund or credit is given on termination of the License regardless of the reason for termination. The termination of this License will be without prejudice to any rights which we may have. Upon termination of this License by us for whatever cause, we are discharged and released from all obligations under this License. Your obligations specified in this License will survive the termination of this License and you must continue to comply with those obligations notwithstanding the termination.

5. Exclusion of warranties and liability

THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE NEITHER MAKE ANY WARRANTY NOR APPROVE THE MAKING OF ANY REPRESENTATION THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. YOU ARE RESPONSIBLE FOR ENSURING THAT THE SOFTWARE WILL SATISFY YOUR REQUIREMENTS.

6.Refund Policy

THE SOFTWARE PRODUCT IS LICENSED TO YOU "AS IS" AND WITHOUT WARRANTIES AS TO PERFORMANCE OR MERCHANTABILITY OR ANY OTHER WARRANTIES WHETHER EXPRESSED OR IMPLIED. BY PURCHASING OR USING THE SOFTWARE PRODUCT, YOU ACKNOWLEDGE AND AGREE THAT THERE SHALL BE ABSOLUTELY NO REFUNDS FOR ANY REASON WHATSOEVER, INCLUDING FAILURE TO INSTALL THE PROGRAM, A CHANGE IN BUSINESS THE UNAVAILABILITY OF US FOR CUSTOMIZATIONS TO THE SOFTWARE PRODUCT, OR FOR ANY OTHER REASON.
BY PURCHASING OR USING THE SOFTWARE PRODUCT, YOU ACKNOWLEDGE THAT YOU HAVE EXERCISED DUE DILIGENCE IN ASCERTAINING THAT THE SOFTWARE PRODUCT WILL WILL MEET YOUR NEEDS.

7. Additional Terms

Nothing in this License entitles you to maintenance, Software upgrades or services of any kind. You agree that this is the complete and exclusive statement of the agreement between you and us and that it supersedes all proposals or prior agreements, oral or written, and all other communications between all parties relating to the subject matter of this License. This License is made in accordance with, and is subject to, the laws of State of Tennessee.