AMIGA, INC. LICENSE AGREEMENT THIS AMIGA, INC. LICENSE AGREEMENT ("LICENSE AGREEMENT") IS A LEGAL AGREEMENT BETWEEN YOU AND AMIGA, INC. ("AMIGA") FOR THE SOFTWARE PRODUCT. BY COMPLETING INSTALLATION AND FURTHER USING THE SOFTWARE PRODUCT, YOU ARE AGREEING WITHOUT CONDITION TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, EVEN IF THIS LICENSE AGREEMENT IS IN ANY WAY FOUND TO BE A MODIFICATION OF ANY PREVIOUS AGREEMENT OR ARRANGEMENT. IN THE EVENT YOU READ AND DO NOT ACCEPT THE TERMS AND CONDITIONS OF THE LICENSE AGREEMENT DO NOT USE THE SOFTWARE PRODUCT. INSTEAD, RETURN THE SOFTWARE PRODUCT TO THE PLACE YOU OBTAINED IT FOR A FULL REFUND, AND FOR REIMBURSEMENT OF ANY COSTS OF SHIPPING YOU INCURRED RETURNING THE SOFTWARE PRODUCT, CONTACT AMIGA "CUSTOMER SERVICES" USING THE ADDRESS PROVIDED IN SECTION 3.a. BELOW. Definitions The following terms in quotation marks have the meanings provided immediately following them throughout this License Agreement. "Software Product" means Amiga's computer software product identified above, herein or in the accompanying documentation, together with associated media, printed materials, and "online" or electronic documentation; the Software Product includes without limitation any and all executable files, add-ons, templates, filters, tutorials, help files and other files that accompany the product, but specifically excludes any Third Party Software; "Third Party Software" means software owned and licensed by any party other than Amiga. "Value Added Solution(s)" means Your software product(s) which are created using the Licensed Software. "Use" means storing, loading (whether into temporary memory (e.g., RAM) or into permanent memory (e.g., hard disk, CD-ROM or other storage device)), installing, executing or displaying the Software Product. "You" means the company, entity or individual whose funds are used to pay the license fee or who has otherwise lawfully acquired the Software Product. 1. Grant of License a. Software Product. Subject to You accurately completing the Amiga on-line registration for this Software Product and the terms and conditions of the License Agreement, Amiga grants You the non-exclusive, non-sublicensable, limited license to do the following with the Software Product: i Use one copy of the Software Product internally on a single computer in object code format, subject to the terms and conditions of this License Agreement, to develop Value Added Solutions hereunder; and ii distribute the Value Added Solution as created using the Licensed Software. c. Storage/Network Use. You also may store or install a copy of the Software Product on a computer or other storage device, such as a network server, for the purpose of Using the Software Product on Your computers only over an internal network. However, You must acquire and dedicate a license for each separate computer on which the Software Product is Used from such computer or other storage device. A license for the Software Product may not be shared or Used concurrently on different computers. d. Backup Copy. The primary user of a computer on which a copy of the Software Product is installed may make a second copy of the Software Product solely for backup or archival purposes (with the inclusion of all copyright and other proprietary notices). 2. Ownership of Software Product; Modifications and Derivative Works; Reservation of Rights. All title to and ownership of the Software Product and all intellectual property rights therein remain solely with Amiga and its suppliers or licensors and are protected by national and international patent and copyright laws and international treaties, as well as other intellectual property laws and treaties: You agree You shall not claim or in any way permit or assist others in claiming any right, title or interest to the Software Product or such intellectual property rights therein. Amiga only is licensing the Software Product to you, and is not selling the Software Product to you. All rights not specifically granted under this License Agreement, including the right to correct the Software Product, are reserved by Amiga, and this Agreement will not be construed to grant by implication, estoppel or otherwise any right or license not expressly granted in this Agreement. 3. Payment of Royalties Owed for Distribution of Value Added Solutions and Reporting a. Reports. You shall provide Amiga with a written report (the "Report") no less than ten (10) days prior to the end of each calendar quarter, specifying the number of copies of Value Added Solutions that You or your authorized sub-licensors sold, licensed or otherwise delivered to end users during the immediately prior calendar quarter and the calculation of the amounts due to Amiga in connection therewith. You shall furnish Amiga with such a Report regardless of whether any Value Added Solutions are sold, licensed or otherwise delivered during the applicable period. You will transmit the Reports to: Attention "Amiga Royalties," Amiga, Inc., 34935 SE Douglas Street, Suite 210, Snoqualmie WA 98065, USA. b. Royalties; Payment; Finance Charge. YOU SHALL PAY AMIGA IN UNITED STATES DOLLARS A ROYALTY IN AN AMOUNT EQUAL TO THE GREATER OF (i) $3.00 PER COPY OR (ii) 10% OF YOUR GROSS REVENUES FOR ALL COPIES OF THE VALUE ADDED SOLUTION YOU DISTRIBUTE TO THIRD PARTIES IN A CALENDAR QUARTER. If you wish to distribute your Value Added Solution as "Freeware," contact "Amiga Royalties" at the address set forth in Section 3.a., to determine whether a free license is available to you. Quarterly royalties are dues and owing to Amiga on the date a corresponding Report is due to Amiga pursuant to Section 3.a. above. Royalties You owe to Amiga are exclusive of any federal, state, municipal or other governmental taxes, duties, licenses, fees, excises or tariffs imposed now or later with respect to the reproduction, installation, packaging, storage, licensing, sale, transportation, import, export or use of the Software Products. Such charges shall be paid by You, or, in lieu of Your payment thereof, You shall provide an exemption certificate acceptable to Amiga and the applicable authority. To the extent that such charges may be applicable to Your payment, the amount of royalties due shall increase so Amiga receives, as its net amount, the amount originally due. LATE PAYMENT CHARGES. Any amount that is not paid when due shall bear interest at the rate of 1.5% per month from its due date until paid. Your Failure to pay any fees or other charges when due shall constitute sufficient cause for Amiga to immediately terminate this License Agreement. c. Audit Rights. During the term of this License Agreement and for two years thereafter, You agree to maintain adequate books and records relating to the distribution of the Value Added Solution to end users. Amiga or its representatives may audit Your applicable records and facilities to verify Your compliance with the terms of this License Agreement. You shall promptly correct any errors and omissions disclosed by such audit. Any audit will be conducted during Your normal business hours with reasonable notice. You agree to provide Amiga's designated audit or inspection team access to the relevant records and facilities. You shall pay Amiga the full amount of any underpayment revealed by the audit plus interest from the date such payments were due under the terms of this Agreement at the then applicable prime rate, as announced by the Bank of America (the "Prime Rate"). Notwithstanding the foregoing, if such audit reveals an underpayment by You of more than five percent (5%) for the period covered by the audit report, You shall pay all of the fees and costs associated with such audit and the amount underpaid with interest at the rate of five percent (5%) above the Prime Rate from the date such payment was due pursuant to this Agreement. d. Taxes. You will responsible for the billing, collecting and remitting of sales, use, value added, and other comparable taxes determined to be due with respect to the Value Added Solutions. Amiga is not liable for any taxes, including without limitation third party income taxes, withholdings, value added, franchise, gross receipts, sales, use, property or similar taxes, duties, levies, fees, excises or tariffs incurred in related to any sale of Your Value Added Solution, and You take full responsibility for the same, including any penalties, interest and other additions thereon. e. Withholding Taxes. If, after a determination by foreign tax authorities, any taxes are required to be withheld, on payments made by You to Amiga, You may deduct such taxes from the amount owed Amiga and pay them to the appropriate taxing authority; provided You promptly secure and deliver to Amiga an official receipt for any such taxes withheld or other documents necessary to enable Amiga to claim a U.S. Foreign Tax Credit. You will use reasonable commercial efforts to ensure that any taxes withheld are minimized to the extent possible under applicable law. f. Changes to Royalty Payment Requirements. Amiga reserves the right to make changes to administrative requirements in this Section 3 from time to time. You should frequently review Amiga's developer website "http://www.amigadev.net/royalties" for the page providing royalty information. 4. Certain Limitations on and Requirements for Use of Software Product a. No Unauthorized Copies. You must treat the Software Product like any other copyrighted materials (e.g., a book or musical recording). Except as set forth in Section 1, You may not make additional copies of the Software Product. You may not copy or distribute copies of the printed materials accompanying the Software Product. b. Restrictions. You acknowledge that the Software Product includes confidential trade secrets of Amiga, including source code and other information contained in and discoverable from the source code. You agree not to reverse-engineer, decompile or disassemble the Software Product, or make any attempt to discover the source code to the Software Product, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. Except as expressly permitted in this License Agreement, the Software Product may not be Used, copied, translated, redistributed, retransmitted, published, sold, rented, leased, marketed, sublicensed, pledged, assigned, disposed of, encumbered, transferred, altered, modified or enhanced, whether in whole or in part, nor may You create any derivative works from or based on the Software Product. You may not remove or obscure any proprietary notices, marks or labels on the Software Product. c. Protection from Unauthorized Use. You will take adequate steps to protect the Software Product from unauthorized Use, and You will institute reasonable measures to ensure compliance with the terms and conditions of this License Agreement, including without limitation informing all authorized users of the Software Product of the terms and conditions of this License Agreement. You will promptly notify Amiga of any unauthorized Use of the Software Product of which You become aware, and You will act reasonably to terminate such unauthorized Use within your control. d. Upgrades. If the Software Product is identified as an "upgrade", in order to Use the Software Product You must be properly licensed to Use a product, whether from Amiga or another supplier, that is specified by Amiga as being eligible for the upgrade. A Software Product identified as an upgrade replaces or supplements the product that formed the basis for Your eligibility for the upgrade. If the Software Product is an upgrade from a component of a package of software programs which You licensed as a single product, the Software Product may be Used or transferred only as part of that single product package and may not be separated for Use on another computer. 5. Support Services Amiga may provide You with either customer or technical support services or both related to the Software Product ("Support Services"). Support Services are provided only in accordance with Amiga's standard policies and programs described in the user manual, in "online" or electronic documentation, and/or in other Amiga-provided materials. Amiga may modify or terminate such policies and programs. Any supplemental software code provided to You under Support Services shall be considered part of the Software Product, subject to the terms and conditions of this License Agreement. You consent to Amiga's use of any technical information You provide as part of the Support Services for its business purposes, including product support and development, provided Amiga does not utilize such technical information in a manner that personally identifies You. 6. Disclaimer; High Risk Activities a. The Software Product, as with all technical software, computer-aided design software and other drawing and diagramming software, is a tool intended to be Used by experienced professionals only. It is not a substitute for the professional judgment of trained professionals. The Software Product is intended to assist with product design and is not a substitute for independent testing of product stress, safety and utility. Due to the large variety of potential applications for the Software Product, the Software Product has not been tested in all situations under which it may be Used. Amiga shall not be liable in any manner whatsoever for results obtained through the Use of the Software Product. You agree that You are solely responsible for determining whether the Software Product is appropriate in Your specific situation in order to achieve Your intended results. You are also responsible for establishing the adequacy of independent procedures for testing the reliability and accuracy of any items designed by Using the Software Product. b. The Software Product is not fault-tolerant and is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Software Products Components could lead directly to death, personal injury, or severe physical or environmental damage ("High Risk Activities"). AMIGA AND ITS SUPPLIERS SPECIFICALLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES. 7. Transfer of Software Product You may transfer all Your rights under this License Agreement on a permanent basis only, provided You obtain Amiga's prior written consent to transfer, retain no copies, You transfer the License Agreement, the corresponding serial number (if applicable) and all of the Software Product (including without limitation all component parts, media and printed materials, and any upgrades) and the recipient agrees to all the terms and conditions of this License Agreement. If the Software Product is an upgrade product, any transfer must include the latest release, all prior versions and any prior products used to obtain the Software Product. 8. Termination; 30-day Money Back Guaranty a. This License Agreement is in effect until terminated. You may terminate it at any time by destroying the Software Product (including without limitation all component parts, media and printed materials, and any upgrades) and all copies You have made. Unauthorized copying or duplication of the Software Product will result in automatic termination of this License Agreement. Without prejudice to any other rights, Amiga may terminate this License Agreement upon written notice to You if materially breach any term or condition of this License Agreement. Upon termination of this License Agreement, You agree to destroy the Software Product (including without limitation all component parts, media and printed materials, and any upgrades) and all copies You have made and cease distributing further the Value Added Solutions created using the Software Product. b. Should you terminate this License Agreement pursuant to Section 8.a. above within 30-days of the date you obtained the Software Product, you may obtain a full refund for the Software Product either at the place where you obtained it or, if that is not possible, by contacting "Money Back Guaranty" at Amiga, Inc., 34935 SE Douglas Street, Suite 210, Snoqualmie WA 98065, USA. 9. US Government Restricted Rights If used or acquired by the US Government, the US Government acknowledges that (a) the Software Product constitutes "commercial computer software" or "commercial computer software documentation" for purposes of 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-3, as applicable, and (b) the US Government's rights are limited to those specifically granted pursuant to this License Agreement. The contractor/manufacturer is Amiga, Inc., 34935 SE Douglas Street, Suite 210, Snoqualmie WA 98065 USA. 10. Export Restrictions You may not export or reexport the Software Product or any underlying information or technology except in full compliance with all United States and other applicable laws and regulations. In particular, but without limitation, none of the Software Product or underlying information or technology may be exported or reexported (a) into (or to a national or resident of) Angola, Bosnia-Herzegovina, Croatia, Cuba, Iran, Iraq, Liberia, Libya, Macedonia, Montenegro, North Korea, Rwanda, Serbia, Somalia, Sudan, Syria or any other nation to which export or reexport of the Software Product is prohibited by applicable law, or (b) to anyone on the US Treasury Department's list of Specially Designated Nationals or the US Commerce Department's Table of Deny Orders, as such countries, lists and orders may be amended or modified from time to time. By Using the Software Product, You are specifically agreeing to the foregoing and You are representing and warranting that You are not located in, under the control of, or a national or resident of any such country or on any such list. 11. Third Party Software a. Third Party Software Generally. If You receive Third Party Software in connection with the Software Product, You will comply with all of the terms and conditions of the license agreement(s) for such Third Party Software, copies of or excerpts for which are included in this Section 11 or enclosed with or otherwise accompany the Software Product. You agree to look solely to the developers and manufacturers of such Third Party Software with regard to any warranty, maintenance or other support regarding the same. AMIGA PROVIDES THE THIRD PARTY SOFTWARE "AS IS," "WITH ALL FAULTS, ERRORS, OMISSIONS, DEFECTS AND DEFICIENCIES," AND WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND THOSE ARISING OUT OF USAGE OF TRADE OR COURSE OF DEALING). b. Excerpted License Requirement for Certain Third Party: Apple Computers, Inc. PATENT NOTICE: The default TrueType font provided in this product is covered by one or more patents assigned to Apple Computer, Inc. Usage of the TrueType font for the purpose of product development in conjunction with this product is permitted; however, please contact the Director of Patents and Trademarks, Apple Computer, Inc. for an appropriate license should you want to incorporate TrueType font into your developed products. 12. Entire Agreement; Governing Law a. This License Agreement constitutes the entire agreement between Amiga and You with regard to the subject matter hereof and supersedes any and all prior agreements, understandings and representations, whether written or oral, concerning the subject matter of this License Agreement. This License Agreement shall not be modified except by a written notice issued by a duly authorized representative of Amiga or as provided in the next succeeding paragraph. Amiga will not be bound by, and specifically objects to, any provision proffered by You in any purchase order, receipt or other document, that is different from or in addition to the provisions of this License Agreement, whether or not such provisions materially alters the terms of this License Agreement. b. Nothing in this License Agreement is intended to exclude, modify or restrict the operation of any applicable statute or other law, the provisions of which cannot lawfully be excluded, modified or restricted. If any court of competent jurisdiction determines that a provision of this License Agreement is illegal, invalid or unenforceable in any jurisdiction, then such provision shall be deemed modified to the minimum extent necessary to make it comply with the applicable statute or law of such jurisdiction, and the remaining provisions of this License Agreement shall continue in full force and effect. Any such modification shall not effect any provisions of this License Agreement in any other jurisdiction where this License Agreement governs the Use of the Software Product. c. THIS LICENSE AGREEMENT IS MADE BY AMIGA INC. AND IS GOVERNED BY THE LAWS OF THE STATE OF WASHINGTON, USA, EXCEPT FOR THAT BODY OF LAW DEALING WITH CONFLICTS OF LAW, AND SPECIFICALLY EXCLUDES THE 1980 UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS OR ANY SUCCESSOR THERETO. 13. Disclaimer of All Warranties and Limitations of Liability a. No Warranties. THE SOFTWARE PRODUCT IS LICENSED TO YOU "AS IS" AND WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AMIGA AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND THOSE ARISING OUT OF USAGE OF TRADE OR COURSE OF DEALING) CONCERNING THE SOFTWARE PRODUCT AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY AMIGA, ITS AGENTS, DEALERS, DISTRIBUTORS OR EMPLOYEES SHALL INCREASE THE SCOPE OF THE ABOVE WARRANTIES OR CREATE ANY OTHER WARRANTIES. AMIGA DOES NOT WARRANT THAT THE SOFTWARE PRODUCT WILL MEET YOUR REQUIREMENTS OR THAT USE OF THE SOFTWARE PRODUCT WILL BE UNINTERRUPTED OR ERROR-FREE. AMIGA IS NOT RESPONSIBLE FOR PROBLEMS CAUSED BY CHANGES IN THE OPERATING CHARACTERISTICS OF COMPUTER HARDWARE OR COMPUTER OPERATING SYSTEMS WHICH ARE MADE AFTER THE RELEASE OF THE SOFTWARE PRODUCT, NOR FOR PROBLEMS IN THE INTERACTION OF THE SOFTWARE PRODUCT WITH NON-AMIGA SOFTWARE PRODUCTS. Some jurisdictions do not allow limitations on duration of an implied warranty, so the above limitation may not apply to You. The Limited Warranty gives You specific legal rights. You may have others, which vary by jurisdiction. b. No Liability for Damages. REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER AMIGA NOR ITS SUPPLIERS (OR THEIR RESPECTIVE AGENTS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES) SHALL BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, ECONOMIC, PUNITIVE OR SIMILAR DAMAGES, OR DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, LOSS OF BUSINESS INFORMATION OR ANY AND ALL OTHER COMMERCIAL OR PECUNIARY DAMAGES OR LOSSES) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, HOWEVER CAUSED AND ON ANY LEGAL THEORY OF LIABILITY (WHETHER IN TORT, CONTRACT OR OTHERWISE), EVEN IF AMIGA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. YOU ACKNOWLEDGE THAT THE LICENSE FEE REFLECTS THIS ALLOCATION OF RISK. In any event, if any statute implies warranties or conditions not stated in this License Agreement, Amiga's entire liability under any provision of this License Agreement shall be limited to the greater of the amount actually paid by You to license the Software Product and Five United States Dollars (US$5.00), or, in the case of Support Services, providing such Support Services again or refunding the cost thereof. Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to You. 14. YOUR INDEMNIFICATION OF AMIGA. You agree to indemnify, defend and hold Amiga harmless from all damages, liabilities and expenses incurred by Amiga as a result of any claim, or judgment against Amiga by any third party arising out of, or connected in any manner with, distribution or use of Value Added Solution created by You through the use of Software Product or arising out of breach of this License Agreement. If Amiga receives notice of such a claim, Amiga will promptly notify You in writing and allow You sole control of the defense of any such claim or action and all negotiations for its settlement and compromise, provided You give adequate assurances that You have the ability to and will diligently pursue resolution of the claim. 15. Language. The parties have expressly required that this License Agreement be drawn up in the English language/Les parties aux presentes ont expressment exige que la presente conventions soient redigees en la langue anglaise. Copyright (c) 2000 Amiga, Inc. All Rights Reserved. Amiga, Inc., 34935 SE Douglas Street, Suite 210, Snoqualmie WA 98065, USA.