CALYPTO DESIGN SYSTEMS, INC.
License Agreement

This is a legal agreement between you, the end user, and Calypto Design Systems, Inc.  By proceeding with the installation or use of the Software, you acknowledge you have read this License Agreement, you understand it, and you agree to be bound by the terms and conditions of this License Agreement.  If you do not agree to the terms and conditions of this License Agreement, do not use the Software, and promptly return the media package and all accompanying items (including written materials and binders or other containers) to the place you obtained them.

Calypto Design Systems, Inc. ("Calypto") and the individual or entity acquiring the Software ("Licensee") agree as follows:

1.  DEFINITIONS
"Software" means the computer program(s) known as "PowerPro-filer" furnished to Licensee by Calypto in machine-readable form, in whatever media and by whatever method, which are enabled for use pursuant to Calypto's software protection mechanism.  Software includes any related update or upgrade programs that may be added from time to time hereafter.

2.  SOFTWARE LICENSE

1. Calypto hereby grants to Licensee a non-exclusive, nontransferable license to use the Software for the Licensee's internal purposes only on the computer registered by Licensee and on which the Software is designed to operate, with such use to be in accordance with and subject to the terms and conditions of this Agreement (the "License").\
2. Pursuant to this Agreement, Licensee may (i) use the Software and any output files generated by the Software in connection with the designing of products by or for Licensee which are sold by Licensee or its authorized distributors, sales representatives or other agents, as applicable (the "Permitted Use") and (ii) make one (1) copy of the Software for Licensee's own use solely for backup or archive purposes. 
3. Licensee shall not distribute, copy, transfer, lend, incorporate, modify, or use the Software for any purpose except as expressly provided herein.
4. If Licensee fails to comply with the provisions of this Agreement, the License is automatically terminated.
5. Except for the rights expressly granted herein to Licensee, the title and all intellectual property rights in and to the Software and any copy of the Software which may be made by Licensee hereunder remain the sole and exclusive property of Calypto and/or Calypto's licensors.

3.  WARRANTY DISCLAIMER
CALYPTO MAKES NO WARRANTIES ON THE SOFTWARE, WHETHER EXPRESSED, IMPLIED, STATUTORY, OR IN ANY OTHER PROVISION OF THIS AGREEMENT OR COMMUNICATION WITH LICENSEE, AND CALYPTO SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  CALYPTO DOES NOT WARRANT THAT THE SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS, OR THAT LICENSEE'S OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED.  LICENSEE ASSUMES RESPONSIBILITY FOR SELECTION OF THE SOFTWARE TO ACHIEVE ITS INTENDED RESULTS, AND FOR THE PROPER INSTALLATION, USE, AND RESULTS OBTAINED FROM THE SOFTWARE.  LICENSEE ASSUMES THE ENTIRE RISK OF THE SOFTWARE PROVING DEFECTIVE OR FAILING TO PERFORM PROPERLY AND IN SUCH EVENT, LICENSEE SHALL ASSUME THE ENTIRE COST AND RISK OF ANY REPAIR, SERVICE, CORRECTION, OR ANY OTHER LIABILITIES OR DAMAGES CAUSED BY OR ASSOCIATED WITH THE SOFTWARE.  CALYPTO DOES NOT WARRANT THAT USE OF THE SOFTWARE DOES NOT INFRINGE ON THIRD PARTIES' INTELLECTUAL PROPERTY RIGHTS.

4.  SOURCE CODE
Licensee shall not attempt to reverse translate, decompile or otherwise attempt to derive the source code of the Software.  Licensee shall not alter or remove from the Software any copyright, trademark or other proprietary notices of Calypto and/or Calypto's licensors.  Any use or attempted use of the Software in violation of the foregoing restrictions is a breach of the Agreement which will cause irreparable harm to Calypto, entitling Calypto to injunctive relief in addition to all legal remedies.

5.  LIMITATION OF LIABILITY
IN NO EVENT WILL CALYPTO OR ANY OF ITS SUPPLIERS BE LIABLE TO LICENSEE OR ANY OTHER PERSON FOR ANY DAMAGES, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, INCLUDING EXPENSES, LOST PROFITS, LOST SAVINGS, OR OTHER DAMAGES OF ANY SORT ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF CALYPTO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

6.  DEFAULT AND TERMINATION
Calypto licenses the Software for an indefinite term.  This Agreement will continue indefinitely, until and unless terminated.  This Agreement will terminate automatically in the event Licensee fails to perform any of its obligations hereunder.  Licensee may terminate this Agreement at any time by returning to Calypto the original and all copies of the Software or by destroying the Software together with all copies thereof, including all modifications and merged portions in any form.  Upon termination of this Agreement for any reason, Licensee shall either return to Calypto the original and all copies of the Software, or, upon Calypto's request, destroy such original and copies and provide Calypto with written certification of their destruction.  The obligations of Calypto and Licensee under the provisions of Sections 2.e, 4, 5, 6, 7, 8, and 9 will survive any termination of this Agreement. 

7.  EXPORT CONTROL
Licensee shall not export the Software or the direct product thereof without first obtaining any necessary U.S. or other governmental licenses and approvals.  In connection with such export control compliance, Licensee certifies as follows:

• that Licensee is not on the Denied Persons List maintained by the U.S. Bureau of Industry and Security;
• that Licensee is not on the list of Specially Designated Nationals and Blocked Persons maintained by the U.S. Department of the Treasury;
• that Licensee is not a citizen or resident of, or an agent of, Cuba, Iran, Iraq, North Korea, Libya, Sudan, or Syria, or any other country to which export of the referenced Software is prohibited; and
• that Licensee is legally permitted, under all applicable export and commerce control laws and regulations, to receive the referenced Software.

8.  NOTICE TO U.S. GOVERNMENT END USERS
The Software and accompanying documentation are "Commercial Items," as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States. Calypto Design Systems, Inc., 2933 Bunker Hill Lane, Suite 202, Santa Clara, CA 95054, USA.

9.  GENERAL
THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REFERENCE TO ANY CONFLICT OF LAWS PRINCIPLES.  NOTHING IN THIS AGREEMENT WILL BE INTERPRETED OR CONSTRUED SO AS TO LIMIT OR EXCLUDE THE RIGHTS OR OBLIGATIONS OF LICENSEE OR CALYPTO WHICH IT IS UNLAWFUL TO LIMIT OR EXCLUDE UNDER APPLICABLE LAWS, INCLUDING THE LAWS OF ANY MEMBER STATE OF THE EUROPEAN UNION WHICH IMPLEMENTS RELEVANT EUROPEAN COMMUNITIES COUNCIL DIRECTIVES.

Except as specifically provided in this Agreement, Licensee may not sublicense, assign, or transfer the License or the Software.

The prevailing party in any legal action or arbitration arising out of this Agreement shall be entitled to reimbursement for reasonable attorneys' fees and expenses, in addition to any other rights and remedies such party may have.

This Agreement is the entire agreement between the parties and supersedes any other communications or prior agreements, oral or written, regarding the Software. 

If any provision of this Agreement is held invalid, the remainder of the Agreement shall continue in full force and effect.

Please direct all inquiries, in writing, to Calypto Design Systems, Inc., 2933 Bunker Hill Lane, Suite 202, Santa Clara, CA 95054.
©2008 Calypto Design Systems, Inc.  All rights reserved.

Intellectual Property Notice

The Software governed by this License Agreement is:

©2008 Calypto Design Systems, Inc.  All rights reserved.
Portions Copyright © 1996-2008 Macrovision Corporation or Macrovision Licensing & Holding B.V.

Calypto does not represent that products described herein are free from patent infringement or from any third-party right.

Trademark Notice

This Software may contain registered trademarks of third parties.  Such trademarks are the property of their respective owners.