PDXpert License and Warranty Agreement

The PDXpert software contains proprietary information of Active Sensing, Inc.; it is provided under this license agreement that contains restrictions on use and disclosure and is also protected by copyright law and international treaties. Unauthorized reproduction or distribution of this software, or any portion thereof, may result in severe civil or criminal penalties. Violators will be prosecuted to the maximum extent permitted by law.

In the following Program License and Warranty Agreement, "You" refers to the Licensee (an organization or person) or any agent or consultant acting on its or their behalf, and all users authorized by the Licensee to use the Product (as defined below), all of whom shall also be bound by the terms of this Agreement. "Active Sensing, Inc.", "ASI", and "We" all refer to Active Sensing, Inc., a Colorado corporation.

ATTENTION: THIS IS A LICENSE, NOT A SALE. THIS AGREEMENT ONLY GIVES YOU SOME RIGHTS TO USE THE SOFTWARE. ASI RESERVES ALL OTHER RIGHTS. UNLESS APPLICABLE LAW GIVES YOU MORE RIGHTS DESPITE THIS LIMITATION, YOU MAY USE THE SOFTWARE ONLY AS EXPRESSLY PERMITTED IN THIS AGREEMENT. THIS PRODUCT IS PROVIDED UNDER THE FOLLOWING LICENSE WHICH DEFINES WHAT YOU MAY DO WITH THE PRODUCT, AND CONTAINS LIMITATIONS ON WARRANTIES AND/OR REMEDIES.

CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THIS SOFTWARE. BY USING THIS SOFTWARE, YOU INDICATE YOUR ACCEPTANCE OF SUCH TERMS AND CONDITIONS. IN THE EVENT THAT YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, THEN WITHIN 15 DAYS OF ACQUIRING THE SOFTWARE YOU SHOULD (A) COMPLETELY REMOVE IT FROM ANY STORAGE MEDIA AND/OR COMPUTER(S) ON WHICH IT WAS COPIED AND/OR INSTALLED, AND (B) IF IN POSSESSION OF PHYSICAL MEDIA AND USER DOCUMENTATION, RETURN THESE MATERIALS IN SALEABLE CONDITION.

License

Active Sensing, Inc. provides You with the PDXpert computer programs (which may include the PDXpert Application Server and PDXpert Client Application software), associated data and configuration files, and other software (the "Program"), user installation and operation instructions, software license key (the "Key"), and accompanying help file (all of which together is called the "Product") and grants You a license to use the Product in accordance with the terms of this License. The copyright, as well as all other rights in the Product, shall remain with ASI or its suppliers. You must reproduce any copyright or other notice marked on the Product on all copies that You make.

These terms are applicable regardless of: the purpose for which the Product has been acquired, whether for evaluation, demonstration, actual use, or otherwise; how the Product has been obtained, whether via receipt of physical goods, electronic download, or otherwise; whether payment has been made for the Product.

1. You may only use the Product subject to the terms and conditions of this Program License and Warranty Agreement.
2. You may make copies of the Product for archival or back-up purposes.
3. You may not alter, adapt, decompile, disassemble, reverse engineer, translate, or circumvent the user security of the software or its licensing controls, except to the extent expressly permitted by law.
4. You may only use the Key issued to You by ASI, and may not use any other Key no matter how acquired. You may not use the Key issued to you by ASI if You have not complied with the payment terms specified by ASI.
5. You may not use a version or an upgrade of this Product independently from the original version supplied to You. All versions and upgrades acquired by You become an integral part of the original Product, and are subject to the terms of this License.
6. You may transfer the Product to another legal entity, only if (a) You assign all of your rights under this License, cease all use of the Program and Key, erase or destroy any copy (including the hard disk copy) made in support of Your use of this Product, and (b) the other legal entity agrees to the terms of this License. If You transfer an original version of the Program, or any upgrade of the Program, You must transfer all versions and upgrades of the Program as a single Product.
7. You may not use the Product or make copies of it except as permitted under this License.
8. You agree that ASI may use Your name or organization logo (or both) in presentations, marketing materials, customer lists, financial reports and Web site listings of customers, unless You advise ASI otherwise. If You wish to use ASI's trade names, trademarks, service marks, logos, domain names, and other distinctive brand features ("Brand Features"), You may do so, provided that such use is in compliance with this Agreement and in compliance with ASI's then-current Brand Feature use guidelines, and any content contained or referenced therein, which may be obtained from ASI.

Warranty

During the following specified warranty period, ASI warrants the physical media and documentation supplied by ASI to be free of defects in materials and workmanship, and that the Program will substantially conform to the documentation accompanying the Program:

• If You have purchased a perpetual license, the warranty period shall be the greater of thirty days or for the period of time for which You have purchased maintenance, support and upgrade services; or
• If You have purchased a subscription license, the warranty period shall be the greater of thirty days or for the period of time for which You have purchased a subscription.

If ASI is notified within the warranty period of such defect, at its sole option ASI will (1) replace the software, media or documentation or (2) will refund the license price paid by user. Any action undertaken by ASI does not extend the warranty period or expand ASI's obligations under this warranty. If a refund is provided, the license is thereby terminated and You shall immediately cease use of the Product.

Limitations of Warranties and Liability

The above warranty is in lieu of all other warranties. To the extent permitted under Your local laws, ASI specifically excludes all implied warranties, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose, and non-infringement of third-party rights.

YOU CAN RECOVER FROM ACTIVE SENSING, INC. AND ITS SUPPLIERS ONLY DIRECT DAMAGES UP TO THE ORIGINAL LICENSE PRICE OF THE PRODUCT. YOU CANNOT RECOVER ANY OTHER DAMAGES, INCLUDING CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY OR INCIDENTAL DAMAGES EVEN IF YOU ADVISE ASI OF THE POSSIBILITY OF SUCH DAMAGES.

This limitation applies to (A) anything related to the software, services, content (including code) on third party Internet sites, or third party programs; and (B) claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort to the extent permitted by applicable law. The above limitation or exclusion may not apply to You because Your legal jurisdiction may not allow the exclusion or limitation of incidental, consequential or other damages. In those jurisdictions that do not allow the exclusion or limitation of damages, ASI's liability shall be limited or excluded to the maximum extent allowed within those jurisdictions.

Restricted Rights

If the Product is acquired by or for the U.S. Government, then it is 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 CFR 52.227-19, or clause 18-52.227-86(d) of the NASA FAR supplement, as applicable, or applicable successor clauses. Contractor / Manufacturer is Active Sensing, Inc., PO Box 1236, Castle Rock CO 80104-1236  USA.

General Provisions

This Agreement, and the terms for supplements, updates, Internet-based services and support services that You use, sets forth the entire understanding and agreement for the software and support services between You and ASI, and may be amended only in a writing signed by both parties.

This Agreement describes certain legal rights. You may have other rights under the laws of your country. You may also have rights with respect to the party from whom you acquired the software. This agreement does not change your rights under the laws of your country if the laws of your country do not permit it to do so.

No waiver of any right under this Agreement will be effective unless in writing, signed by a duly authorized representative of the party to be bound. No waiver of any past or present right arising from any breach or failure to perform will be deemed to be a waiver of any future right arising under this Agreement.

If any provision in this Agreement is invalid or unenforceable, that provision will be construed, limited, modified or, if necessary, severed, to the extent necessary, to eliminate its invalidity or unenforceability, and the other provisions of this Agreement will remain unaffected.

The laws of the State of Colorado, United States of America, governs the interpretation of this agreement and applies to claims for breach of it, regardless of conflict of laws principles. Any action at law relating to this Agreement may only be brought before the courts of competent jurisdiction of the State of Colorado, United States of America. If, however, Your country of principal residence is a member state of the European Union or the European Free Trade Association, this Agreement is governed by the laws of that country, and any action at law may only be brought before a court of competent jurisdiction of that country.

The Product is subject to export laws and regulations of the United States of America. You must comply with all domestic and international export laws and regulations that apply to the software. These laws include restrictions on destinations, end users and end use.

This Agreement becomes effective on the date You legally acquire the Product and Your license to use the Product will automatically terminate if You breach any of its terms. Upon termination of this Agreement, You must destroy the original and all copies of the Product or return them to ASI and delete the Program from Your systems.

The Product may incorporate or use other vendors' products to implement its functions. You agree to read and comply with these other vendors' licenses which are either (A) installed as part of the Product's installation process, or (B) identified in the Product's user documentation.

If You are a vendor, distributor or service provider of any product that is functionally similar to or competes with the Program ("Similar Product"), or are acting on behalf of such entity, You agree to these benchmark testing terms:

• You may not, without ASI's prior written consent not to be unreasonably withheld, publish or disclose to any third party the results of any test of the Program ("Test Results"); and
• Such publication or disclosure shall include or make readily available sufficient Program and Similar Products configuration information and test data for third parties to replicate the Test Results; and
• If You publish or disclose the Test Results on the Program in violation of these testing terms, then notwithstanding anything to the contrary in the Similar Product's end user license agreement, and in addition to any other remedies ASI may have, ASI shall have the right (A) to acquire from You at no cost all Similar Product's software, documentation, test data and test procedures reasonably necessary to duplicate the Test Results, and (B) to perform benchmark testing on the Similar Product and to disclose and publish that benchmark information and You hereby represent that You have authority to grant such rights to ASI.