m-Power Software Licensing Agreement MICHAELS, ROSS & COLE LTD. END USER LICENSE AGREEMENT ("AGREEMENT") NOTICE TO END USER: CAREFULLY READ THIS AGREEMENT. USE OF THE SOFTWARE ("SOFTWARE") PROVIDED WITH THIS AGREEMENT CONSTITUTES YOUR ACCEPTANCE OF THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, PROMPTLY RETURN THE SOFTWARE AND THE ACCOMPANYING ITEMS (INCLUDING WRITTEN MATERIALS, BINDERS AND CONTAINERS) TO THE LOCATION WHERE YOU OBTAINED THEM FOR A FULL REFUND. 1.License. michaels, ross & cole ltd., ("MICHAELS, ROSS & COLE LTD. "), hereby grants to you (LICENSEE either as an individual or entity) a nonexclusive non-transferable annual sublicense subject to the provisions of this AGREEMENT, to use the SOFTWARE solely for your own internal personal or business purposes on a single registered computer. LICENSEE may make copies of the Software, while this license is in effect, for back-up purposes only. All copies are "proprietary material" under this agreement. LICENSEE may extend the license by payment of an annual license renewal fee to MICHAELS, ROSS & COLE LTD. In the event of termination of this Software License Agreement, LICENSEE agrees to return all copies of the software to mrc. 2.Registration. Registration of the software involves LICENSEE reporting the computer's serial number, model number, and location to MICHAELS, ROSS & COLE LTD. and MICHAELS, ROSS & COLE LTD. providing LICENSEE with a software authorization code. 3 Proprietary Rights. You acknowledge that the SOFTWARE is proprietary to MICHAELS, ROSS & COLE LTD. You agree to hold the SOFTWARE in confidence, disclosing the SOFTWARE only to authorized employees having a need to use the SOFTWARE as permitted by this AGREEMENT and to take all reasonable precautions to prevent disclosure to other parties. 4.Other Copies. You will not make, have made or permit to be made any copies of the SOFTWARE or portions of the SOFTWARE, except as necessary for its use with a single licensed computer system under the terms and conditions of this AGREEMENT. You agree that any such copies shall contain the same proprietary notices which appear on or in the SOFTWARE. 5.Ownership. Except as stated above, this AGREEMENT does not grant you any rights to patents, copyrights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights, franchises or licenses in respect of the SOFTWARE. Title to and ownership of the SOFTWARE, any reproductions and any documentation of the SOFTWARE, shall remain with michaels, ross & cole ltd. You will not adapt or use any trademark or trade name which is likely to be similar to or confusing with that of michaels, ross & cole ltd. or take any other action which impairs or reduces the trademarks rights of michaels, ross & cole ltd. 6.Content. Title, ownership rights and intellectual property rights in and to the content accessed through the SOFTWARE is the property of michaels, ross & cole ltd. and may be protected by applicable copyright or other law. This License grants you no rights to such content. 7.Taxes. In addition to payments made under this agreement LICENSEE agrees to pay any taxes from the licensing of the Software. 8.Maintenance. Maintenance will include refinement and corrections to the Software as they become available. Maintenance will not include Software that is separately marketed by mrc. 9.Limited Warranty. michaels, ross & cole ltd. warrants that the SOFTWARE will perform substantially in accordance with the accompanying written materials and that the downloads are free from any physical defects for a period of ninety (90) days from the date of purchase. Any implied warranties on the SOFTWARE or downloads are limited to ninety (90) days. 10.No Other Warranties. MICHAELS, ROSS & COLE LTD. DOES NOT WARRANT THAT THE SOFTWARE IS ERROR FREE, AND MICHAELS, ROSS & COLE LTD. DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS WITH RESPECT TO THE SOFTWARE, THE ACCOMPANYING WRITTEN MATERIALS OR DISKETTES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. 11.No Liability For Consequential Damages. IN NO EVENT SHALL MICHAELS, ROSS & COLE LTD. BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND ARISING OUT OF THE USE OF THE SOFTWARE, EVEN IF MICHAELS, ROSS & COLE LTD. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND IN NO EVENT WILL MICHAELS, ROSS & COLE LTD.'S LIABILITY FOR ANY CLAIM, WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, EXCEED THE LICENSE FEE FOR THE SOFTWARE PAID BY YOU. 12.Governing Law. This AGREEMENT is governed by the laws of the United States of America and the State of Illinois. 13.Entire Agreement. This is the entire agreement between you and michaels, ross & cole ltd. which supersedes any prior agreement, whether written or oral, relating to the subject matter of this AGREEMENT. Should you have any questions concerning this AGREEMENT, or if you desire to contact michaels, ross & cole ltd. for any reason, please write: michaels, ross & cole ltd., 1920 S. Highland Avenue, Lombard, Illinois 60148.