FARPOINT TECHNOLOGIES, INC.
SOFTWARE LICENSE AGREEMENT

IMPORTANT!  Do not install this software before you have read this license agreement.  By proceeding to install this software you are indicating your acceptance of all the terms and conditions stated in this agreement.


This is a legal agreement between you, the end user, and FarPoint Technologies, Inc.  By installing this software, you are agreeing to be bound by the terms of this agreement.  If you do not agree to the terms of this Agreement, promptly return the package and the accompanying items (including written materials and binders or other containers) to the place you obtained them for a full refund if applicable.

1.	GRANT OF LICENSE.  FarPoint Technologies grants you the right to use one copy of the enclosed FarPoint Technologies software program, which includes computer software and may include associated media, printed materials, and "online" or electronic documentation (all of which comprises the "Software") on a single terminal connected to a single computer (that is, with a single CPU).  You may not network the Software or otherwise use it on more than one computer terminal at the same time unless you have an appropriate server license.

2.	COPYRIGHT.  The Software is owned by FarPoint Technologies and is protected by United States copyright laws and international treaty provisions.  You must therefore treat the Software like any other copyrighted material (for example, a book or musical recording) except that you may either (a) make one copy of the Software solely for backup or archival purposes, or (b) transfer the Software to a single hard disk provided you keep the original solely for backup or archival purposes.  You may not copy the written materials accompanying the Software.

3.	TERM OF LICENSE.  The license will continue until you physically destroy all copies of the Software and merged portions thereof, and return the original program media and documentation to FarPoint Technologies.

4.	OTHER RESTRICTIONS.  You may not rent or lease the Software, but you may transfer the Software and accompanying written materials on a permanent basis provided you retain no copies and the recipient agrees to the terms of this Agreement.  You may not reverse engineer, decompile, or disassemble the Software.  If the Software is an update, any transfer must include the update and all prior versions.

5.	ENHANCEMENTS AND UPDATES.  From time to time, at its sole discretion, FarPoint Technologies may provide enhancements, updates, or new versions of the Software on its then standard terms and conditions thereof.  This Agreement shall apply to such enhancements.

6.	SOFTWARE MEDIA.  If the Software package contains a CD and is downloaded electronically, then you may use only the media appropriate for your single-user computer.  You may not use the other media on another computer or loan, rent, lease, or transfer them to another user except as part of the permanent transfer (as provided above) of all Software and written materials.

7.	DISTRIBUTION.  If you are using the trial or evaluation version of this software, then you may not distribute any of the files provided with the trial or evaluation version. The control DLL's, OCX's, and/or VBX's distributed with the retail product may be distributed by the user royalty free. Distribution by the user of any designers or design-time assistants (EXE's or DLL's), executables, source code, or license files (.LIC) distributed by FarPoint Technologies as part of this product is prohibited. You shall not develop applications that provide an application programmable interface to the Software or the Software as modified nor may you create Web Services with the Software without the appropriate license from FarPoint Technologies, Inc.. Redistribution by your users of FarPoint Technologies' DLL's, OCX's, and/or VBX's or your modified or wrapped version of our OCX's without the appropriate redistribution license from FarPoint is prohibited.

8.  SOURCE CODE.   If you are using the source code of this software then you agree that it is licensed per developer. The source code can reside on that developer's desktop/work computer and/or that developer's notebook computer. The source code may not reside in a developer's shared folder(s) or on a network storage device. Under no circumstances can the source code be redistributed. You may not use the source code to produce a product that competes in any way with FarPoint's product line nor can you use it to create a commercial spreadsheet application or product. You may not use the source code to build development copies of the component for anyone other than the source developer licensee unless those other developers have a FarPoint Technologies licensed version of the development software. You may not distribute any runtime libraries built with the source code unless you change the Type Library Identifiers (UUID or GUID) used by FarPoint Technologies in their commercial development and runtime libraries. You may not distribute any DLLs built with the source code unless you change the filename so that it does not conflict with or overwrite an existing FarPoint Technologies DLL.

LIMITED WARRANTY

LIMITED WARRANTY.  You assume all responsibility for the selection of the Software as appropriate to achieve the results you intend.  FarPoint Technologies warrants that the enclosed diskette or compact disc medium upon which the Software is recorded shall be free from defects in material and workmanship under normal use and conditions, and that the Software shall perform substantially as described in its documentation for a period of ninety (90) days from purchase.  EXCEPT FOR THE FOREGOING LIMITED WARRANTY, THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

CUSTOMER REMEDIES.  FarPoint Technologies' entire liability and your exclusive remedy shall be, at FarPoint Technologies' option, either (a) return of the price paid or (b) repair or replacement of the Software that does not meet FarPoint Technologies' Limited Warranty and which is returned to FarPoint Technologies with a copy of your receipt.  This Limited Warranty is void if failure of the Software has resulted from accident, abuse, or misapplication.  Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.

NO LIABILITY FOR CONSEQUENTIAL DAMAGES.    In no event shall FarPoint Technologies or its suppliers be liable for any damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss) arising out of use of or inability to use this FarPoint Technologies product, even if FarPoint Technologies or its dealer have been advised of the possibility of such damages.  Some states do not allow the exclusion or limitation of certain implied warranties or the limitation of the foregoing warranty or the exclusion or limitation of incidental or consequential damages, in which case and to the extent such exclusion or limitation is not allowed some of the foregoing limitations and exclusions may not apply to you.

U.S. GOVERNMENT RESTRICTED RIGHTS

U.S. GOVERNMENT RESTRICTED RIGHTS.  Use, duplication, or disclosure by the government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 (Oct. 1988) and FAR 52.227-19 (June 1987).  Contractor is FarPoint Technologies, Inc., 808 Aviation Parkway, Suite 1300, Morrisville, NC 27560.

GENERAL PROVISION.  You shall have no right to sub-license any of the rights of this agreement, for any reason.  In the event of the breach by you of this Agreement, you shall be liable for all damages to FarPoint Technologies, and this Agreement shall be terminated.  If any provision of this Agreement shall be deemed to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining portions of this Agreement shall not be affected or impaired thereby. 

This Agreement constitutes the entire agreement between the parties for the supply of the Software and its associated documentation and supersedes all prior arrangements, agreements, representations, and undertakings.  This Agreement may not be changed or modified except by a written instrument duly executed by each of the parties hereto.

MISCELLANEOUS.  This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without reference to conflict of laws principles.

You shall be responsible for the payment of all taxes, duties, or levies that may now or hereafter be imposed by any authority upon this Agreement for the supply, use, or maintenance of the Software, and if any of the foregoing taxes, duties, or levies are paid at any time by FarPoint Technologies, you shall reimburse FarPoint Technologies in full upon demand.

ACKNOWLEDGEMENTS.  You acknowledge that you have read this Agreement, understand it, and agree to be bound by its terms and conditions.         