1.

Temporary License for Evaluation Only.  Upon Customer’s acceptance of the terms hereof, as evidenced by Customer’s clicking on the “accept” button, LEAD hereby grants to Customer a limited, nonexclusive, nontransferable and temporary license to use one (1) copy of the Evaluation Software for no longer than sixty (60) days in the case of an SDK product and thirty (30) days in the case of an end user product solely to evaluate and test the Evaluation Software pursuant to the Evaluation.

2.

Proprietary Rights; Restrictions.  Except to the extent expressly set forth above, Customer obtains no rights or licenses, express or implied, under any copyright, trade secret, patent or other proprietary right of LEAD.  If Customer desires to obtain a license to use the Evaluation Software for any purpose other than the Evaluation, it must obtain a license to a fully functional, non-expiring version from LEAD or one of LEAD’s authorized resellers.  The Evaluation Software and all intellectual property rights in and to the Evaluation Software shall remain the sole property of LEAD and/or its suppliers and is protected by United States copyright laws, international treaty provisions and other applicable laws.  Customer acknowledges that the Evaluation Software, in source code form, remains a confidential trade secret of LEAD and/or its suppliers and therefore, Customer agrees not to modify the Evaluation Software or attempt to decipher, decompile, disassemble or reverse engineer the Evaluation Software, except to the extent expressly permitted by applicable legislation.  Except for a single backup copy, Customer will not copy the Evaluation Software and will not otherwise lease, rent, assign, sublicense or otherwise transfer the Evaluation Software.  Customer may not attempt to disable or otherwise circumvent the “expire” devise contained in the Evaluation Software.  Licensee may not include any Evaluation Software material in any product, which is either distributed by Licensee or used by Licensee internally.  If the Evaluation Software is a developer toolkit, Licensee may develop and compile an application with the Evaluation Software for the purpose of testing the Evaluation Software but may not deploy or distribute the application.  Customer agrees to refrain from using documentation or information contained in the Evaluation Software in connection with any other LEADTOOLS or LEAD product that is not properly licensed to Customer.  For example, Customer may not use the documentation or material in the API version of the Evaluation Software to access the DLLs in a full working version of an ActiveX only version of LEADTOOLS such as LEADTOOLS Raster Imaging.

3.

Termination. LEAD may terminate the license granted hereby at any time by delivering notice to Customer and Customer may terminate the license at any time by destroying or erasing its copy of the Evaluation Software.  In any event, Customer agrees that the license to use the Evaluation Software will terminate no later than ninety (90) days from the date Customer receives the Evaluation Software.  Following termination, the following sections of this Agreement will survive: 2, 3, 4, 5, 6, 7 and 8.

4.

DISCLAIMER OF WARRANTY. LEAD MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE EVALUATION SOFTWARE FOR ANY PURPOSE.  THE EVALUATION SOFTWARE IS PROVIDED “AS IS” WITHOUT EXPRESS OR IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT.  

5.

LIMITATION OF LIABILITY. THE EVALUATION SOFTWARE IS PROVIDED GRATUITOUSLY IN CONNECTION WITH THE EVALUATION AND, ACCORDINGLY, LEAD SHALL NOT BE LIABLE UNDER ANY THEORY FOR ANY DAMAGES SUFFERED BY CUSTOMER OR ANY USER OF THE EVALUATION SOFTWARE.  TO THE MAXIMUM EXTENT PROVIDED BY APPLICABLE LAW, IN NO EVENT WILL LEAD BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, PUNITIVE OR OTHER DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES BASED ON LOST DATA, BUSINESS INTERRUPTIONS OR OTHER PECUNIARY LOSSES.

6.

U.S. Government Restricted Rights. Use, duplication or disclosure by the Government is subject to restrictions set forth in subparagraphs (a) through (d) of the Commercial Computer-Restricted Rights clause at FAR 52.227-19 where applicable, or in subparagraph (c)(1)(iii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, and in similar clauses in other applicable rules and regulations.  Contractor/manufacturer is LEAD Technologies, Inc., 1201 Greenwood Cliff, Suite 400, Charlotte, North Carolina 28204.

7.

Export Restrictions. Customer acknowledges and agrees that the Evaluation Software may be subject to restrictions and controls imposed by the United States Export Administration Act (the “ACT”) and the regulations thereunder.  Licensee agrees and certifies that neither the Evaluation Software nor any direct product thereof is being or will be acquired, shipped, transferred or re-exported, directly or indirectly, into any country prohibited by the ACT and the regulations thereunder or will be used for any purpose prohibited by the same. Licensee bears all responsibility for export law compliance and will indemnify LEAD against all claims based on Licensee’s wrongful exporting of the Evaluation Software.

8.

General Provisions. This Agreement is governed by the laws of the State of North Carolina and the parties agree that any controversy or dispute hereunder will be exclusively brought, heard and settled in the state or federal courts located in Mecklenburg County, North Carolina.  To this end, Customer and every person who will be involved in the Evaluation for Customer hereby submit to the jurisdiction of the state and federal courts located in Mecklenburg County, North Carolina.  This Agreement constitutes the entire agreement and understanding between the parties and integrates all prior and contemporaneous discussions between them related to the  subject matter thereof.  No amendment to this Agreement shall be valid unless it is in writing and signed by both parties.  Customer may not assign this Agreement without LEAD’s prior written consent.  This Agreement shall be binding upon the respective successors and permitted assigns of the parties hereto.  No delay or omission by either party in exercising any right under this Agreement shall operate as a waiver of that or any other right. If any term or provision of this Agreement shall be deemed by a court of competent jurisdiction to be overly broad in scope, duration or area of applicability, such court shall have the power, and is hereby directed, to limit such scope, duration or area of applicability or all of them, so that such term or provisions is not overly broad, and to enforce the same as so limited.  In addition to the foregoing sentence, if any provision of this Agreement shall be held invalid or unenforceable for any reason, such invalidity or unenforceability shall attach only such provision and such provision shall be severed from this Agreement and shall not affect or invalidate any other provision of this Agreement. If LEAD is required to bring an action to enforce this Agreement, LEAD’s reasonable attorney’s fees and costs will be borne by Customer. Customer acknowledges that in the event of a breach of this Agreement, LEAD will suffer irreparable harm and damages alone will be an inadequate remedy.  To this end, LEAD will be entitled to injunctive relief and specific performance in the event of a breach or threatened breach of this Agreement by Customer, and LEAD will not be required to post a bond in connection with such injunction or be required to show actual damages.