MAGNETO SOFTWARE END USER LICENSE AGREEMENT for GLOBAL NETWORK INVENTORY

IMPORTANT-READ CAREFULLY: This Global Network Inventory End-User License Agreement ("Agreement") is a legal agreement between you (either an individual or a single entity) and Magneto Software for the Global Network Inventory software product identified above, which includes computer software and may include associated media, printed materials, and "online" or electronic documentation ("Software Product"). By installing, copying, or otherwise using the Software Product, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, you may not install or use the Software Product; you may, however, return it to your place of purchase for a full refund.
The Software Product is owned by Magneto Software and is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.

GRANT OF LICENSE. Magneto Software grants you (the original end-user and any subsequent transferee of the Software Product as permitted below) a non-exclusive license to put in use by a person or organization that agrees to be bound by the terms of this Agreement, one copy of the Software Product.
a. Installation. You may install one copy of the Software Product on one Client Device (defined as, any computer, workstation, personal digital assistant, pager, "smart phone" or other digital electronic device for which the software was designed and on which software may be used by an end user in client-mode).
b. Use. You may use one copy of the Software Product on one Client Device (except as may be specifically provided below). The Software Product is "in use" when it is loaded into the temporary memory (i.e., RAM) or installed into the permanent memory (e.g., hard disk, CD ROM, ROM or other storage device) of a Client Device for the purpose of being accessible in client-mode by one end user. (If you wish to use the Software Product on a computer or workstation in server-mode within a multi-user or networked environment, then you must obtain a server-mode license from Magneto Software, which will require, among other things, that you license one copy of the Software Product for each Client Device or end user "Seat" which is participating in such an environment and which has access to the Software Product).
c. Volume Licenses. If this package is a volume license package (such as a "corporate license" or a "corporate bundle"), you may make and use additional copies of the Software Product up to the number of copies authorized in this package or in your corporate license agreement, or otherwise indicated at the time of purchase. If the anticipated number of users of the Software Product can exceed the number of applicable licenses, then you must have a reasonable mechanism or process in place to ensure that the number of persons using the Software Product does not exceed the number of licenses you have obtained.
d. Upgrades and Support. If this Software Product is labeled as an upgrade or trade-up from a prior version of a Magneto Software's product that you were properly licensed to use, Magneto Software grants you the right to put in use either the current or prior version of the Software Product, and any prior version license is replaced by this Agreement. Magneto Software or Magneto Software's authorized software vendor may provide you with technical support services relating to the Software Product according to Magneto Software's standard support policies and procedures, which may be described in the user manual, in "on line" documentation and/or other materials provided by Magneto Software or posted on Magneto Software's web site ("Support Services"). Any supplemental software code provided to you as part of the Support Services shall be considered part of the Software Product and subject to the terms and conditions of this Agreement. With respect to technical information you provide to Magneto Software as part of the Support Services, Magneto Software may use such information for its business purposes, including for product support and development. Magneto Software will not utilize such technical information in a form that personally identifies you.
e. Dual Media Software and Multiple Platform Versions. If the package from which you obtained this Software Product contains more than one medium (e.g., both 3 1/2" disks and a CD), you may use only the medium appropriate to your computer. You may not use the other disk(s) on another computer or loan, rent, lease, or transfer them to another user except as permitted under this Agreement or as part of the permanent transfer (as provided above) of all the Software Product and related materials. If the CD or disk(s) on which the Software Product resides contains several copies of the Software Product, each of which is compatible with a different operating system or platform architecture (such as Windows9x/20xx/NT, Macintosh, one or more versions of Unix, the x86 architecture, or various RISC architectures), then you may install the Software Product for use with only one of those architectures and you may not use the other version(s) on another computer or loan, rent, lease, or transfer them to another user except as permitted under this Agreement or as part of a permanent transfer (as provided above).
f. Other Restrictions. The original of this Agreement is your proof of license to exercise the rights granted herein and must be retained by you. You may not rent or lease the Software Product, but you may transfer your rights under this Agreement on a permanent basis provided you transfer this Agreement and all copies of the Software Product, including all accompanying printed materials, you do not retain any copies of the Software Product or such materials, and the recipient agrees to be bound by the terms of this Agreement. Any transfer of the Software must include the most recent update and all prior revisions. You may not reverse engineer, decompile, disassemble or otherwise translate the Software Product, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. If this Software Product is labeled "Evaluation Copy," "Not For Resale," "NFR" or to any of those effects, this license only permits use for demonstration, test, or evaluation purposes.

COPYRIGHTS. SUCH SOFTWARE AND DOCUMENTATION ARE THE COPYRIGHTED WORKS OF MAGNETO SOFTWARE AND/OR ITS SUPPLIERS AND ARE PROTECTED BY THE COPYRIGHT LAWS OF THE UNITED STATES AND INTERNATIONAL TREATY PROVISIONS. THE SOFTWARE AND DOCUMENTATION ONLY ARE BEING LICENSED AND NOT SOLD.

Magneto Software grants a license to use the enclosed software to the original purchaser. Copies may be made for backup or archival purposes only. Copies made for any other purpose are expressly prohibited, and adherence to this requirement is the sole responsibility of the purchaser.

This license does not grant you any right to any technical support, enhancement or update to the Software and Documentation, except for 30 (thirty) days from the date of purchase of this license, unless you have also paid the required subscription fee to Magneto Software, in which case you are entitled to subscription services in the form of technical support, enhancements and updates to the current version of the Software
for one year from the date of purchase ("Subscription"). Technical support shall in any event be available only for the then current version. For purposes hereof any upgrade or enhancement of the Software obtained during the period of the license covered by Subscription shall be deemed part of the "Software".

SOFTWARE FORMAT; UPDATES; SUPPORT.

(1) Magneto Software shall furnish the Software to you electronically or on media in machine-readable object code format only. This license does not grant you any right to the source code of the Software or other formats of the Software and Documentation, except for certain sample code being distributed hereunder by Magneto Software in source code format as part of the Software ("Sample Code").

(2) This license does not grant you any right to any technical support, enhancement or update to the Software and Documentation, except for 30 (thirty) days from the date of purchase of this license, unless you have also paid the required subscription fee to Magneto Software, in which case you are entitled to subscription services in the form of technical support, enhancements and updates to the current version of the Software
for one year from the date of purchase ("Subscription"). Technical support shall in any event be available only for the then current version. For purposes hereof any upgrade or enhancement of the Software obtained during the period of the license covered by Subscription shall be deemed part of the "Software".

(3) Any released update or enhancement to the Software shall be used only in conjunction with the Software as originally installed on a single computer and may not be separated for use.


EXPORT SOFTWARE. You shall not download, transmit or otherwise export or reexport the Software or any underlying information or technology except in full compliance with all United States and other applicable laws and regulations. In particular, but without limitation, none of the Software or the Documentation or underlying information or technology may be downloaded, transmitted or otherwise exported or reexported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Serbia, Syria or Sudan or any other country to which the United States has embargoed goods; or (ii) to any person on the United States Treasury Department list of Specially Designated Nationals or the United States Commerce Department Table of Deny Orders.
You represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

TERMINATION. This Agreement will immediately and automatically terminate without notice if you fail to comply with any term or condition of this Agreement. You agree upon termination to promptly destroy the Software Product together with all of its component parts, prior and replacement versions, and all copies, modifications and merged portions thereof in any form.

TRADE SECRETS; DERIVATIVE WORKS. You acknowledge and agree that the Software in source code form remains a confidential and proprietary trade secret of Magneto Software and/or its suppliers and therefore you agree not to translate, reverse engineer, decipher, decompile or disassemble the Software or to permit or cause others to do so, except to the extent applicable laws specifically prohibit such restriction. You further agree not to modify or create derivative works of the Software or the Documentation, other than with respect to the Sample Code hereunder.

TITLE. All title, ownership rights, and intellectual property rights in and to the Software and Documentation shall remain the sole property of Magneto Software and/or its suppliers and no such rights are being transferred or conveyed hereunder.

CONTENT. Title, ownership rights, and intellectual property rights in and to the content accessed through the Software are the property of the applicable content owner and may be protected by applicable copyright or other laws. This License gives you no rights to such content.

LIMITED WARRANTY.
a. Limited Warranty. Magneto Software warrants that the Software Product will perform substantially in accordance with the accompanying written materials for a period of thirty (30) days from the date of original purchase. To the extent allowed by applicable law, implied warranties on the Software Product, if any, are limited to such thirty (30) day period. Some jurisdictions do not allow limitations on duration of an implied warranty, so the above limitation may not apply to you.
b. Customer Remedies. Magneto Software's and its suppliers' entire liability and your exclusive remedy shall be, at Magneto Software's option, either (a) return of the purchase price paid for the license, if any or (b) repair or replacement of the Software Product that does not meet Magneto Software's limited warranty and which is returned at your expense to Magneto Software with a copy of your receipt. This limited warranty is void if failure of the Software Product has resulted from accident, abuse, or misapplication. Any repaired or replacement Software Product will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. Neither these remedies nor any product support services offered by Magneto Software are available without proof of purchase from an authorized international source and may not be available from ECMO or its.
c. NO OTHER WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR THE LIMITED WARRANTIES SET FORTH HEREIN, THE SOFTWARE AND DOCUMENTATION ARE PROVIDED "AS IS" AND ECMO AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMANCE WITH DESCRIPTION, TITLE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS, WHICH VARY FROM JURISDICTION TO JURISDICTION.
d. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ECMO OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES OR LOST PROFITS WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE PRODUCT OR THE FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF ECMO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, ECMO'S CUMULATIVE AND ENTIRE LIABILITY TO YOU OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE PURCHASE PRICE PAID FOR THIS LICENSE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

GENERAL. This Agreement represents the sole and exclusive agreement between the parties concerning the subject matter hereof and supersedes all prior agreements, communications, proposals and representations. This Agreement may be amended only by a writing executed by both parties. THE ACCEPTANCE OF ANY PURCHASE ORDER PLACED BY YOU IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS SET FORTH HEREIN, AND MAGNETO SOFTWARE AGREES TO FURNISH THE SOFTWARE AND DOCUMENTATION ONLY UPON THESE TERMS AND NOT THOSE CONTAINED IN YOUR PURCHASE ORDER. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law. In the event that any provision of this Agreement shall be held by the final judgment of a court of competent jurisdiction to be invalid or unlawful or unenforceable, then the remaining provisions of this Agreement shall remain in full force and effect and shall be construed to give the fullest effect to the intent of the parties expressed herein. Headings shall not be considered in interpreting this Agreement. This Agreement shall be governed by and construed under the laws of the State of California, U.S.A. for contracts entered into and to be performed entirely within the State of California, without reference to conflicts of laws. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.

U.S. GOVERNMENT RESTRICTED RIGHTS. The Software and Documentation are being provided only with RESTRICTED RIGHTS. If the acquiring unit or agency is the U.S. Department of Defense, use, duplication or disclosure is subject to restrictions as set forth in DFAR Section 227.7202. If the acquiring unit or agency is any other unit or agency of the United States Government, use, duplication or disclosure is subject to restrictions as set forth in FAR Section 12.212 and FAR Section 52.227-19(c)(1) and (2).
For these purposes the manufacturer is Magneto Software, 743 Los Robles Avenue, Palo Alto, CA 94306-3160.

All rights not expressly granted herein are expressly reserved and retained by
Magneto Software.

COPYRIGHT NOTICE: (c) 2005 Magneto Software and/or its suppliers.
All rights reserved.

TRADEMARK NOTICE: "Magneto Software" and the names of Magneto Software products or processes and all Magneto Software logos are trademarks or registered trademarks or service marks or trade dress of Magneto Software.

MAGNETO SOFTWARE
743 Los Robles Avenue
Palo Alto, California 94306-3160 - U.S.A.
(10/05)