New England Research & Design Software W. Chesterfield, NH 03466 New England Research & Design Software Program License Agreement for the Modem Test Pack (MTP) PRODUCT YOU SHOULD CAREFULLY READ THIS AGREEMENT. YOU WILL INDICATE YOUR ACCEPTANCE OF THIS AGREEMENT BY YOUR INITIAL USE OF THE MODEM TEST PACK PRODUCT. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU SHOULD PROMPTLY RETURN THE UNUSED MODEM TEST PACK PRODUCT AND ANY MONEY YOU HAVE PAID WILL BE REFUNDED. New England Research & Design Software only distributes the MODEM TEST PACK programs and other files including all documentation files (herein referred to as "the MODEM TEST PACK Product ") on an "AS IS" basis. The terms of the "AS IS" license follow. They are all protected by national and international copyright laws and agreements and there may be patent protection for some portions of some products. LICENSE This is a license agreement and not an agreement for sale. You obtain no rights other than the license granted you by this Agreement. Title to the MODEM TEST PACK Product, and any copy made from it, is retained by New England Research & Design Software. New England Research & Design Software licenses your use of the MODEM TEST PACK Product in the United States and Puerto Rico. You assume all responsibility for the selection of the MODEM TEST PACK Product to achieve your intended results, the installation of and correct use of the MODEM TEST PACK Product. You may use a copy of the MODEM TEST PACK Product on one machine at a time. You may make copies of the MODEM TEST PACK Product for backup purposes in support of your use. You shall reproduce and include the copyright notices and any other legend on all such copies of the MODEM TEST PACK Product. These are to be prominently displayed and easily legible and contain the following: "MODEM TEST PACK Rel. 2.0 (c) Copyright New England Research & Design Software, 1992-94. All Rights Reserved. Pats. Pend." You may not make additional license copies of the MODEM TEST PACK product for distribution and use within your enterprise or organization. You may not distribute copies of the MODEM TEST PACK product to any third party or over networks by means of electronic "bulletin boards". You may not use, copy or distribute the MODEM TEST PACK product except as provided in this Agreement or as otherwise specified by New England Research & Design Software in writing. You may not modify, merge or transfer copies of the MODEM TEST PACK Product. You may not reverse assemble or reverse compile the MODEM TEST PACK Product. You may not sub-license, rent, lease, or assign the MODEM TEST PACK Product or any copy of it. DISCLAIMER OF WARRANTY NEW ENGLAND RESEARCH & DESIGN SOFTWARE LICENSES THE MODEM TEST PACK PRODUCT ON AN "AS IS" BASIS, EXCLUSIVE OF ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Some states do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. LIMITATION OF REMEDIES New England Research & Design Software's entire liability and your exclusive remedy shall be as set forth in this Section. For any claim related to the subject matter of this Agreement, New England Research & Design Software's liability for actual damages, regardless of the form of action, will be limited to the money you paid to New England Research & Design Software for the license for the copy of the MODEM TEST PACK Product that caused the damages or that is the subject matter of, or is directly related to, the cause of action. This limitation will not apply to claims for bodily injury or damages to real or tangible personal property for which New England Research & Design Software is legally liable. In no event will New England Research & Design Software be liable for any lost profits, lost savings, or any incidental damages or other economic consequential damages, even if New England Research & Design Software, an New England Research & Design Software Authorized Dealer or an New England Research & Design Software approved supplier has been advised of the possibility of such damages, or for any damages claimed by you based on any third party claim. Some states do not allow the limitation or exclusion of incidental or consequential damages so the above limitation or exclusion may not apply to you. GENERAL New England Research & Design Software does not guarantee that the Modem TEST PACK Product's operation will be uninterrupted or error free. New England Research & Design Software does not provide service or defect correction for the MODEM TEST PACK product. If you have not already paid New England Research & Design Software for this product, you agree to send payment to New England Research & Design Software at the following address: New England Research & Design Software Gulf & Merrifield Roads HCR 10 No 133 West Chesterfield, NH 03466-9704 USA You may terminate your license at any time by destroying all your copies of the MODEM TEST PACK product. New England Research & Design Software may terminate your license if you fail to comply with the terms and conditions of this Agreement. Upon such termination, you agree to destroy all your copies of the MODEM TEST PACK product. If it this product is a time controlled demonstration copy you do not owe anything. The other restrictions and requirements still are in force. This license terminates when the demonstration period ends and you agree to destroy all copies at that time. You agree that you are responsible for payment of any taxes resulting from this Agreement. Licensee may not bring an action, regardless of form, arising out of this Agreement more than two years after the cause of action arose. This Agreement will be construed under the laws of the State of New Hampshire.