MAGNETO SOFTWARE END USER LICENSE AGREEMENT for MEGAPING

BEFORE YOU INSTALL OR ACCESS OR OTHERWISE USE ANY OF THE SOFTWARE CONTAINED IN THIS PACKAGE OR CLICK ON THE 'YES' BUTTON AT THE END OF THIS DOCUMENT, CAREFULLY READ THE TERMS AND CONDITIONS OF THIS DOCUMENT. BY INSTALLING OR OTHERWISE USING OR ACCESSING ANY OF THE SOFTWARE CONTAINED IN THIS PACKAGE OR BY CLICKING ON THE 'YES' BUTTON, YOU ARE AGREEING TO AND CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THE APPLICABLE LICENSE AGREEMENT AS PROVIDED. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF SUCH AGREEMENT, CLICK THE 'NO' BUTTON AND THE SOFTWARE WILL NOT BE INSTALLED.

STANDARD END USER LICENSE AGREEMENT

THIS AGREEMENT APPLIES ONLY TO THE STANDARD VERSION OF THE SOFTWARE. IN THE EVENT THAT YOU HAVE OBTAINED A TRIAL PERIOD VERSION OF THE SOFTWARE, THEN THE TRIAL PERIOD END USER LICENSE AGREEMENT APPENDED HERETO SHALL BE APPLICABLE UNTIL YOU HAVE LICENSED THE STANDARD VERSION OF THE SOFTWARE FROM MAGNETO SOFTWARE.

ENGLISH LANGUAGE. THE PARTIES HERETO CONFIRM THAT IT IS THEIR WISH THAT THIS AGREEMENT BE AND SHALL BE IN THE ENGLISH LANGUAGE ONLY, WHICH LANGUAGE SHALL BE CONTROLLING IN ALL RESPECTS. ALL COMMUNICATIONS AND NOTICES TO BE MADE OR GIVEN SHALL BE IN THE
ENGLISH LANGUAGE.

LES PARTIES AUX PRÉSENTES CONFIRMENT LEUR VOLONTÉ QUE CETTE CONVENTION DE MÊME QUE TOUS LES DOCUMENTS, Y COMPRIS TOUT AVIS QUI S'Y RATTACHE, SOIENT RÉDIGÉS EN LANGUE ANGLAISE.

GRANT. Subject to the provisions contained herein and full payment of all applicable license fees, Magneto Software ('Magneto Software') hereby grants to the end user ('you') a personal, nonexclusive and nontransferable license to use, for its intended use only, the accompanying proprietary computer software product ('Software') and any documentation provided for the Software ('Documentation'), for the term and in the number of copies licensed.

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.

RESTRICTED USE.

You may not copy or distribute the Software or the Documentation, except as follows:

(1) If you have acquired a single user license for use of the Software, you may make a single copy of the Software and the Documentation for backup or archival purposes.

(2) If you have acquired a multi user license for use of the Software, you may make the number of copies of the Software and the Documentation for internal use equal to the number of copies for which you have paid the license fee, plus a single copy of
the Software and the Documentation for backup or archival purposes. In the case of a multi user license, Magneto Software shall have reasonable rights of audit to ensure compliance with these terms and conditions.

No other copies of the Software or the Documentation shall be made by you or any other person or entity at any time.

All permitted copies of the Software or the Documentation shall be subject to this Agreement and shall contain all notices of copyright, trademark or other proprietary rights and all claims of trade secret rights as contained in the original Software or
Documentation provided to you. You may not remove or obscure any said copyright or trademark or proprietary rights notices of Magneto Software or the text of this Agreement at any time for any purpose.

TRANSFERS PROHIBITED. This Agreement is personal to you. You are prohibited from selling, loaning, renting, leasing, sublicensing, transmitting, distributing or redistributing, or otherwise transferring or assigning any part of the Software or
the Documentation to any third party at any time whether by operation of law or otherwise and whether with or without consideration, subject to the limited right herein to distribute the Redistributable Files. Without limiting the foregoing, any transmittal or transfer of the Software or the Documentation, other than the Redistributable Files, on the Internet or by other electronic means is prohibited.
ANY REPRODUCTION OR DISTRIBUTION OF THE SOFTWARE OR THE DOCUMENTATION NOT IN ACCORDANCE WITH THE EXPRESS TERMS OF THIS LICENSE IS PROHIBITED BY LAW AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES. ANY ACTUAL OR ATTEMPTED SALE, LOAN, RENTAL, LEASE, SUBLICENSE, TRANSMISSION, DISTRIBUTION OR REDISTRIBUTION OR OTHER TRANSFER OR ASSIGNMENT OF THE SOFTWARE OR THE DOCUMENTATION IN WHOLE OR IN PART IN ANY MEDIA OR BY ANY METHOD SHALL IMMEDIATELY AND IRREVOCABLY TERMINATE THIS LICENSE AGREEMENT FOR ALL PURPOSES.

REDISTRIBUTABLE FILES. Subject to your full compliance with all provisions of this Agreement (including but not limited to all of the provisions and restrictions of this paragraph), Magneto Software hereby grants to you a nonexclusive, nontransferable and royalty-free license to reproduce and distribute solely within an application (collectively 'redistribute') those software files then specifically designated as Redistributable Files for the Software in the Documentation of the Software furnished by Magneto Software (collectively 'Redistributable Files'). If you redistribute any of the Redistributable Files, you agree at all times to (i) distribute the Redistributable Files only in object code format and solely in conjunction with and/or as an integral
part of any application which adds significant and primary functionality to the Redistributable Files ('Application'); (ii) not use any Magneto Software names or trademarks or logos in the sale or marketing of the Application;(iii) include the notices of copyright, trademark and proprietary rights contained in this Software and expressly prohibit the removal of said notices by any person at any time; (iv) prohibit further distribution or transfer of any of the Redistributable Files (1) by any user
under any circumstances or (2) by any other person other than as an integral part of the Application; (v) prohibit the translation, reverse engineering, deciphering, decompiling or disassembling of the Redistributable Files or any part thereof by
any person, except to the extent applicable laws specifically prohibit such restriction, and prohibit the modification or creation of derivative works of the Redistributable Files by any person; (vi) fully indemnify, hold harmless and defend Magneto Software and its officers, directors, owners, employees, agents, successors and assigns from and against any claims, actions, causes of action or damages arising from any use or distribution of the Application or any act or omission by you or any person
acting on your behalf; and (vii) not distribute any of the Redistributable Files in any Application for use by other software developers for the design or development or testing of any other software or application.

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.

NO WARRANTY; LIMITATION OF LIABILITY.

(1) NEITHER Magneto Software NOR ITS SUPPLIERS MAKE ANY REPRESENTATION OF ANY KIND REGARDING THE USEFULNESS OR SUITABILITY OF THE SOFTWARE OR THE DOCUMENTATION FOR ANY PURPOSE. ALL SOFTWARE AND DOCUMENTATION ARE PROVIDED 'AS IS' AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, MAGNETO SOFTWARE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOTLIMITED TO ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. WITHOUT LIMITING THE FOREGOING, MAGNETO SOFTWARE DOES NOT WARRANT THAT THE SOFTWARE OR DOCUMENTATION WILL BE DEFECT OR ERROR-FREE. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, SHALL MAGNETO SOFTWARE OR ITS SUPPLIERS OR RESELLERS OR ANY OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS THEREOF BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE ANY OF THE SOFTWARE OR DOCUMENTATION (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOSS OF BUSINESS PROFITS, LOSS OF BUSINESS INFORMATION, LOSS OF DATA, OR OTHER PECUNIARY LOSS), EVEN IF MAGNETO SOFTWARE SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. SUBJECT TO THE FOREGOING, IN ALL EVENTS NO LIABILITY FOR DAMAGES SHALL EXCEED THE AMOUNT OF THE LICENSE FEE PAID TO MAGNETO SOFTWARE FOR THIS LICENSE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
INCIDENTAL OR CONSEQUENTIAL DAMAGES, THESE LIMITATIONS MAY NOT APPLY TO YOU.

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. Without prejudice to its other rights hereunder, Magneto Software may terminate this Agreement and the License if you violate or breach any term or condition hereof. In the event of such termination, you must immediately destroy all copies of the Software and the Documentation and cease all use thereof.

BINDING EFFECT. Subject to the prohibitions on transfer and assignment hereof, this Agreement shall inure to the benefit of and be binding upon each of the parties hereto and their respective officers, directors, employees, shareholders, owners, partners, agents, representatives, parents, subssidiaries, affiliates, heirs, devisees, successors and assigns.

OTHER SOFTWARE. This Agreement shall not be applicable to any other software separately distributed by Magneto Software.

MISCELLANEOUS. 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, California 94306.

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

MAGNETO SOFTWARE
743 Los Robles Avenue
Palo Alto, California 94306 - U.S.A.