YOU MAY NOT INSTALL OR USE THIS ORTERA SOFTWARE PRODUCT UNLESS YOU HAVE CAREFULLY READ THE TERMS AND CONDITIONS SET FORTH BELOW AND INDICATE YOUR ACCEPTANCE OF SUCH TERMS BY CLICKING ON THE "NEXT" BUTTON AT THE END OF THIS SCREEN:

This Software License Agreement (the "Agreement") and its corresponding license key file (the "License Key File") which is incorporated herein as part of this Agreement represent the entire understanding between ORtera Inc. ("ORtera" or "we" or "our") and you, the entity or individual identified in the License Key File ("you", "your," or "Organization") and govern your use of this ORtera Software and its related documentation which ORtera may provide or make available to you (the "Software") except to the extent a particular software program is the subject of a separate written agreement with ORtera.

By installing or using the Software, you are consenting to be bound by this Agreement. If you do not agree to all of the terms of this Agreement, then do not install or use the Software. If you install the Software, the terms and conditions of this Agreement shall be deemed fully accepted by you.

1. Definitions.

(a) "Additional Restrictions" shall mean any additional use restrictions specified in the License Key File.

(b) "License Period" shall mean the license period which ends at the date specified in the License Key File.

(c) "Server" shall mean the Aggregator Host specified in the License Key File.

2. License. Subject to the terms and conditions of this Agreement, ORtera hereby grants to you during the License Period, and you hereby accept, a personal, nonexclusive, non-sublicensable and non-transferable license to use the Software on the Server, and Managed Hosts and Clients communicating with the Server, solely as set forth in the documentation, and solely for your internal purposes only and subject to the Additional Restrictions, if any.

3. Reservation of Rights; Restrictions. All rights not expressly granted by ORtera in this Agreement are reserved. Except as otherwise expressly provided under this Agreement, you shall not, and shall not allow any third party to: (a) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code or underlying ideas or algorithms of the Software by any means whatsoever, to the extent such restriction is allowable under applicable law, (b) alter, modify, enhance, or create a derivative work or improvement of any part of the Software, (c) remove, alter, or obscure any product identification, copyright, or other intellectual property notices embedded within or on the Software, (d) remove or export any Software or any direct product thereof from the United States, in violation of any applicable laws, (e) resell, relicense or sublicense, provide, lease, lend or allow access to the Software to any third party, (f) use the Software for timesharing, hosting or service bureau purposes, or (g) use the Software for any purpose or any use other than as authorized herein. You understand and agree that (i) the Software is licensed to you and not sold; and (ii) your license to the individual components of the Software is limited to use of the Software as a whole, and you may not use or seek to use software code incorporated therein on a stand-alone basis. We retain title to the Software and all associated intellectual property rights therein. You agree to maintain and reproduce all copyright and other proprietary notices on all copies, in any form, of the Software in the same form and manner that such copyright and other proprietary notices are included on the Software.

4. Protection of Information.

(a) You agree that aspects of the Software (including any copies thereof, in whole or in part) including, without limitation, the specific design and structure of individual programs, constitute tradesecrets and/or copyrighted material of ORtera. You shall not disclose, provide, or otherwise make available such trade secrets or copyrighted material in any form to any third party without the prior written consent of ORtera. You shall implement reasonable security measures to protect such trade secrets and copyrighted material.

(b) You shall be responsible for your employees' and independent contractors' compliance with the terms and conditions of this Agreement and shall be responsible and liable for any act or omission by your employees or independent contractors which would constitute a breach of this Agreement. You shall cooperate with ORtera, and shall render all reasonable assistance required by ORtera, to assist ORtera in preventing and identifying any use of, or access to, the Software by such employees or independent contractors, in violation of the terms and restrictions of the license granted herein.

5. DISCLAIMERS.

(a) THE SOFTWARE IS PROVIDED TO YOU "AS IS," AND YOUR USE IS AT YOUR OWN RISK. WE DO NOT MAKE, AND HEREBY DISCLAIM, ANY AND ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD PARTY RIGHTS, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. THE DURATION OF ANY IMPLIED WARRANTY THAT IS NOT EFFECTIVELY DISCLAIMED WILL BE LIMITED TO THE WARRANTY PERIOD. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

(b) WE DO NOT WARRANT THAT THE SOFTWARE IS ERROR FREE OR THAT YOU WILL BE ABLE TO OPERATE THE SOFTWARE WITHOUT PROBLEMS OR INTERRUPTIONS.

6. Limitation of Liability.

(a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ORTERA SHALL NOT BE LIABLE TO YOU OR ANY OTHER ENTITY FOR ANY LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, OR ANY FORM OF INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES FROM ANY CAUSES OF ACTION ARISING WITH RESPECT TO THIS AGREEMENT OR THE SOFTWARE LICENSED HEREUNDER, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT LIABILITY OR OTHERWISE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL ORTERA'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED ONE HUNDRED DOLLARS (US$100).

(b) You acknowledge and agree that the provisions under this Agreement that limit liability, disclaim warranties, or exclude consequential damages or other damages or remedies are essential terms of this Agreement that are fundamental to the parties' understanding regarding allocation of risk. Accordingly, such provisions shall be severable and independent of any other provisions and shall be enforced as such, regardless of any breach or other occurrence hereunder, and even under circumstances that cause any exclusive remedy under this Agreement to fail of its essential purpose.

7. Term and Termination.

(a) The term of this Agreement shall commence date you download or install the Software and shall continue in full force and effect during the License Period, unless terminated earlier as provided herein. Notwithstanding the preceding sentence, ORtera may, at its option, terminate this Agreement immediately upon notice to you, if you fail to comply with any terms and conditions of this Agreement.

(b) Promptly upon termination, all license rights granted under this Agreement will terminate and you must destroy all copies of the Software in your possession or control and cease all use of the Software. Upon our request, you shall certify in writing that you have complied with your obligations under this Section and otherwise under this Agreement. Our termination will not limit any of our other rights or remedies under this Agreement or at law or in equity.

8. Miscellaneous.

(a) Limits on Your Right to Transfer. Neither this Agreement nor any rights, licenses or obligations hereunder, may be assigned by you, either voluntarily or by operation of law, without ORtera's prior written consent. Any attempted assignment in violation of this Agreement shall be void and without effect. Subject to the foregoing, this Agreement will benefit and bind the parties' successors and assigns.

(b) Audit Rights. You shall keep and maintain sufficient records to determine that you are in compliance with the terms and conditions of this Agreement. During the term of this Agreement and for one year thereafter, ORtera shall have the right to audit your records and accounts upon reasonable notice to you, no more frequently than once per calendar year. Should an auditor find material non-compliance with the terms and conditions of this Agreement, you shall bear the expense of such audit.

(c) Relationship of the Parties. Notwithstanding any provision hereof, for all purposes of this Agreement each party shall be and act as an independent contractor and not as partner, joint venturer, or agent of the other party and shall not bind nor attempt to bind the other party to any contract.

(d) Due Authority. You represent and warrant that the party reviewing and consenting to the terms of this Agreement (either you or your designee) is duly authorized to take such action and bind you to all the terms and conditions of this Agreement.

(e) Compliance with Laws. You agree to use the Software in compliance with all applicable laws, statutes, rules and regulations. Performance of this Agreement is expressly made subject to any export laws, regulations, orders or other restrictions imposed by the United States of America or any other country or governmental entity on the Software or information relating to it. Notwithstanding any other provision of this Agreement to the contrary, you shall not directly or indirectly import, export or reexport any Software or information pertaining thereto to any country or foreign person to which such import, export or reexport is restricted or prohibited. If any country, government or any agency thereof requires an export license or other governmental approval at the time of import, export or reexport, you shall obtain such license or approval before importing, exporting or reexporting any Software or information pertaining thereto. You unconditionally accept full responsibility for your compliance with these requirements.

(f) Severability and Survival. If any provision of this Agreement is illegal or unenforceable under applicable law, the remaining provisions of this Agreement will remain valid and fully enforceable. If any provision is in part enforceable and in part unenforceable, it will be enforced to the extent permitted under applicable law. Sections 1 and 3 through and including 8 survive the termination of this Agreement.

(g) U.S. Government Restricted Rights. If you are a government end user, then this provision applies to you. The Software and any accompanying documentation provided in connection with this Agreement have been developed entirely at private expense. As defined in FAR section 2.101, DFARS section 252.227-7014(a)(1) and DFARS section 252.227-7015 (or any equivalent or subsequent agency regulation thereof), such Software and accompanying documentation are "commercial items," "commercial computer software" and/or "commercial computer software documentation." Consistent with DFARS section 227.7202 and FAR section 12.212, and to the extent required under U.S. federal law, the minimum restricted rights as set forth in FAR section 52.227-19 (or any equivalent or subsequent agency regulation thereof), any use, modification, reproduction, release, performance, display, disclosure or distribution thereof by or for the U.S. Government shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement.

(h) Injunctive Relief. You agree that a breach of this Agreement adversely affecting ORtera's proprietary rights in the Software may cause irreparable injury to ORtera for which monetary damages would not be an adequate remedy and ORtera shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law.

(i) Governing Law. This Agreement shall be governed by and construed under the laws of the State of California without regard to conflicts of laws provisions thereof. Unless waived by ORtera in writing for the particular instance (which ORtera may do at its option), the sole and exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the California state and federal courts having within their jurisdiction the location of ORtera's principal place of business. Both parties consent to the jurisdiction of such courts and agree that process may be served in the manner provided herein for giving of notices or otherwise as allowed by California or federal law. The parties agree that the UN(a) Limits on Your Right to Transfer. Neither this Agreement nor any rights, licenses or obligations hereunder, may be assigned by you, either voluntarily or by operation of law, without ORtera's prior written consent. Any attempted assignment in violation of this Agreement shall be void and without effect. Subject to the foregoing, this Agreement will benefit and bind the parties' successors and assigns.

(j) Entire Agreement. This Agreement constitutes the entire agreement between You and ORtera with respect to the Software and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this Agreement will be binding unless made in writing and signed by ORtera. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase terms, the terms of this Agreement shall take precedence.