WHEREAS CYGRON RESEARCH & DEVELOPMENT, LTD. HAS DEVELOPED COMPUTER SOFTWARE PROGRAMS, CONSISTING OF COMPUTER SOFTWARE (THE "SOFTWARE"), AND ACCOMPANYING DATA, DOCUMENTATION AND OTHER MATERIALS, THE COMBINATION OF WHICH ARE REFERRED TO AS THE "PRODUCT", TO WHICH THIS LICENSE AGREEMENT (THIS "AGREEMENT") APPLIES IS THE PROPERTY OF CYGRON RESEARCH & DEVELOPMENT, LTD. ("CYGRON"). YOUR RIGHT TO USE, COPY, AND DISTRIBUTE THE SOFTWARE PRODUCT (PRODUCT) IS GOVERNED IN ALL RESPECTS BY THIS AGREEMENT. THIS AGREEMENT IS A LEGAL CONTRACT BETWEEN YOU AND CYGRON GOVERNING YOUR USE OF THE PRODUCT. BY DOWNLOADING, INSTALLING OR USING THE PRODUCT, YOU (AND YOUR ORGANIZATION, IF APPLICABLE) AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT DOWNLOAD, INSTALL, OR USE THE PRODUCT. IF YOU HAVE ANY QUESTIONS CONCERNING THIS AGREEMENT, CONTACT CYGRON AT info_ascygroncom OR CALL +36 62 435505.

1. LICENSE GRANT

Cygron grants and User (Licensee) accepts, during the term of this Agreement, a non-exclusive and nontransferable license to use the Cygron Software (in machine-readable, object-code form only) and its related documentation, subject to the terms and conditions of this Agreement, the type of License granted as defined in Section 2 ("TYPE OF LICENSE") below. Licensee may make copies of the Software for back-up purposes only, provided that Licensee reproduces the Cygron copyright and other proprietary rights notices on all such copies. This license does not include any rights to disclose, license, or otherwise transfer the Software, related documentation, or other proprietary information of Cygron.

2. TYPE OF LICENSE

A. Evaluation License: The Product is available for use free-of-charge for the purpose of evaluating and testing only. Section 5A of this Agreement is not applicable to this license. This evaluation and testing period is not to exceed thirty (30) days unless otherwise agreed to by both parties in writing. At the end of the evaluation period, Licensee must secure and pay for a Full License or stop using the Product and erase or otherwise destroy all copies of the Software that are fixed or resident in the memory or hard disks of computers owned or controlled by Licensee and return to Cygron all other existing copies (including original copies) of part or all of the Product and related documentation. In the event Licensee chooses to discontinue using the Product, Licensee shall still be bound by the terms as set forth in Section 5, CONFIDENTIALITY. The Product is delivered "AS IS" with no support, warranty, or other obligation to you. The entire risk as to the quality and suitability of the Product is borne by Licensee.

B. Cygron Order Confirmation: Cygron order confirmation or invoice, if any, will specify which license type is applicable to you. In the absence of any such specification, the "Evaluation License" is applicable. The permitted maximum number of computer systems and CPU’s, including but not limited to servers, desktop PCs, and network computers, on which the Software may be stored and used is stated on the Cygron invoice or order confirmation. If the maximum number of computer systems is not so indicated, this is a single-computer system license, in which event the Software may be stored and used on no more than one single CPU computer system. If this is a multiple computer system license, the Software may be stored and used on up to the specified maximum number of computer systems. If this is a site or enterprise license, Licensee's usage parameters and restrictions are set forth in the Cygron order confirmation or invoice. Licensee may make only as many copies of the Product as necessary to effectuate the foregoing, provided, however, that Cygron grants to Licensee permission to make one additional copy of the Software for archival purposes. Licensee must contact Cygron and pay additional license fees if Licensee desires to increase the number of computer systems on which Licensee is authorized to store and operate the Software, or change the type of license to a server, site or enterprise license.

3. OWNERSHIP AND RESTRICTIONS

A. Licensee acknowledges and agrees that, as between Cygron and Licensee, the Product and all authorized copies thereof and all copyrights, trademarks and other intellectual property rights with respect thereto, are and will at all times be the property of Cygron and is protected under U.S. and foreign copyright, trade secret and other laws. The Product is licensed, not sold, and all right, title, and interest in and to the Product remains with Cygron. This Agreement does not convey to you an interest in or to the Product but only a limited right to use revocable in accordance with the terms of this Agreement.

B. Licensee may not incorporate all or part of the Product in any toolkit, development kit or other software product that duplicates all or part of the functionality of the Product. Licensee may not decompile, disassemble, translate, modify, or create derivative works of the Product or any portion thereof. Except as specifically permitted in Section 2 of this Agreement, Licensee may not assign, sublicense, distribute, sell, transfer, pledge, lease, rent, share or use the Product in a time sharing arrangement or online subscription service, disclose the Product or any portion thereof to or with any third party or use the software in any other unauthorized manner unless with prior written permission of Cygron management.

4. TECHNICAL SUPPORT

For individual Licensees for a period of six (6) months from the date of purchase, only one (1) registered user of licensee who purchased the Product shall have access to technical support free of charge. After such period, unless Licensee pays for subscription support under Cygron’s Product Support and Enhancement program, Licensee will be billed on a per call or email basis. Upgrades and enhancements to the Product and documentation are included with free support and are part of the paid Product Support and Enhancement program. Cygron reserves the right to modify and/or enhance Software and/or documentation without obligation to notify any person or organization of such changes.

5. CONFIDENTIALITY

A. Licensee acknowledges that the Product, related documentation and other related materials provided by Cygron are confidential information of Cygron ("Confidential Information"). Licensee agrees to use the Confidential Information only for the limited term of this license and solely for the purposes of this Agreement, and to take all steps reasonably necessary to prevent and restrain unauthorized or inadvertent use, disclosure, delivery, publication, dissemination or reproduction of such Confidential Information. Licensee agrees that it will not, at any time without the express written permission of Cygron, disclose the Confidential Information directly or indirectly to any third person, excepting employees of Licensee who have a need to know for the purposes of this Agreement.

B. Confidential Information shall not include information that is (i) already in the public domain; (ii) becomes generally known or available by publication, commercial use, or general sale of copies of the Product by Cygron; (iii) discovered or created by Licensee independent of any involvement with Cygron or the Product; or (iv) otherwise learned by Licensee through legitimate means other than from Cygron or anyone connected with Cygron.

C. Licensee's obligations with respect to Section 5A and 5B shall survive termination of this Agreement.

6. DISCLAIMER OF ALL WARRANTIES

A. Cygron will replace, at no charge, defective media and product materials that are returned within thirty (30) days of the original date of license. Cygron warrants, for a period of thirty (30) days from the original date of license, that the Software will perform in substantial compliance with the documentation accompanying the Software. If Licensee reports in writing, within ninety (90) days of the original date of license, a significant defect in the Software to Cygron, and Cygron is unable to correct it or provide a reasonable workaround within ninety (90) days of the date Licensee reported the defect, Licensee may return the Product, and Cygron will refund the license fee paid. Licensee agrees that the only remedy available to Licensee will be a refund of the actual license fee paid to Cygron.

This warranty does not apply if the Product (a) has been altered, except by Cygron, (b) has not been installed, operated, repaired or maintained in accordance with any instructions provided by Cygron, or (c) has been subject to abnormal misuse, negligence or accident. Nor does this warranty apply to any beta software, any software made available for testing or demonstration purposes, temporary software, or any software for which Cygron has not or did not receive a license fee; such software is provided AS IS without any warranty whatsoever.

B. Use of the Software with hardware and/or other software other than that for which it was designed is not warranted or supported by Cygron. Cygron is not responsible for problems caused by changes in the operating characteristics of the computer hardware or other software which are made after delivery of the Product. Cygron does not warrant that the Product will meet your requirements or that the operation of the Software will be uninterrupted or error-free.

7. DISCLAIMER OF LIABILITY

EXCEPT FOR THE WARRANTIES SET FORTH ABOVE, THE PRODUCT IS LICENSED "AS IS", AND CYGRON DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CYGRON'S CUMULATIVE LIABILITY TO LICENSEE 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 LICENSE FEE PAID TO CYGRON FOR THE USE OF THE PRODUCT. IN NO EVENT SHALL CYGRON BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES OR LOST PROFITS, EVEN IF CYGRON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE NOT TO OBTAIN OR USE THE SOFTWARE IN ANY STATE OR COUNTRY THAT DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES.

8. TERM AND TERMINATION

A. This Agreement hereunder may be terminated by Cygron: (1) if Licensee breaches any Confidentiality provisions herein, (2) in the event of a material breach by Licensee of any provision of this Agreement where Licensee fails to correct such breach within thirty (30) days notice of written notice, or (3) failure to pay the required licensee fees, or (4) upon the insolvency, bankruptcy, reorganization, or assignment for the benefit of creditors of Licensee. Within thirty (30) days after termination of this Agreement, Licensee shall furnish to Cygron written notice certifying that Licensee has (i) erased or otherwise destroyed all copies of the Software that are fixed or resident in the memory or hard disks of computers owned or controlled by Licensee and (ii) returned to Cygron all other existing copies (including original copies) of part or all of the Product and related documentation.

B. Licensee shall make prompt payment in full to Cygron for all amounts outstanding as of the date of termination.

C. Licensee’s obligations with respect to Section 5 shall survive termination of this Agreement.

9. GENERAL PROVISIONS

A. Commercial Software. The Product was developed at private expense, is not in the public domain, and is commercial computer software under Hungarian and Singapore Government regulations. No rights other than those set forth herein are granted to any government or agency.

B. Assignment. This Agreement may not be assigned by Licensee or by operation of law to any other person, persons, firms, or corporation without the express written approval of Cygron.

C. Notices. Any notice required under this Agreement shall be given in writing and shall be deemed effective upon delivery to the party to whom addressed by (i) express courier upon written verification of actual receipt or (ii) facsimile upon confirmation of receipt generated by the sending device. All notices shall be sent to the applicable address or other address as the parties may designate in writing, with a copy to the president or to the legal department of such party. The applicable address, in the instance of Licensee, shall be the Bill To Address on the Cygron Order Confirmation. The applicable address for Cygron R&D, Ltd. shall be:

Cygron R&D, Ltd.

21 Katay str.

Szeged, Hungary 6723

D. Governing Law. This Agreement shall be governed by and constructed in accordance with the substantive laws of Hungary and Singapore, without regard to its rules governing conflicts of law.

E. Severability. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of the remaining provisions of this Agreement.

F. Failure To Enforce. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.

G. Relationship of the Parties. Each party is acting as an independent contractor and not as an agent, partner, or joint venturer with the other party for any purpose. Except as provided in this Agreement, neither party shall have any right, power, or authority to act or to create any obligation, express or implied, on behalf of the other.

H. Survival of Certain Provisions. The obligation of confidentiality set forth in Section 5 of this Agreement shall survive the termination of the Agreement by either party for any reason.

I. All Amendments in Writing. No provisions in either party’s purchase orders, confirmations, invoices or in any other business forms employed by either party will supersede the terms and conditions of this Agreement, and no supplement, modification, or amendment of this Agreement shall be binding, unless executed in writing by a duly authorized representative of each party to this Agreement.

J. Entire Agreement. The parties have read this Agreement and agree to be bound by its terms, and further agree that it constitutes the complete and entire agreement of the parties and supersedes all previous communications, oral or written, and all other communications between them relating to the license and to the subject matter hereof. No representations or statements of any kind made by either party, which are not expressly stated herein, shall be binding on such party.