++++++++++++++++++++++++++++++++++++++++++++++ PEMBROKE INTERNATIONAL LTD. DOCUMENT CONVERSION MANAGER FOR OS/2 END USER SOFTWARE LICENSE AGREEMENT REDISTRIBUTION NOT PERMITTED ++++++++++++++++++++++++++++++++++++++++++++++ This License Agreement has 3 parts Part I applies to all license grants. Part II applies if you have not purchased a license to the Software but have obtained the software for evaluation purposes. Part III applies if you have purchased a license to the Software. PART I TERMS APPLICABLE TO ALL LICENSE GRANTS Title, ownership rights, and intellectual property rights in and to the Software shall remain in Pembroke International Ltd's and/or its suppliers posession. The Software is protected by the copyright laws of England and international copyright treaties. If you receive your first copy of the Software electronically, and a second copy on media, the second copy may be used for archival purposes only. TERMINATION The license will terminate automatically if you fail to comply with the limitations described here. On termination or at the end of any evaluation period, you must destroy all copies of the Software that you no longer require. EXPORT CONTROLS. None of the Software or underlying information or technology may be downloaded or otherwise exported or reexported (i) into (or to a national or resident of) Cuba, Iraq, Libya, Yugoslavia, North Korea, Iran, Syria or any other country to which the U.K has embargoed goods; or (ii) to anyone on the U.K. Department of Trade and Industry's list of Specially Designated Nationals. By downloading or using the Software, you are 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. MISCELLANEOUS. This Agreement together with Part II or Part III, as appropriate, represents the complete agreement concerning this license between the parties and supersedes all prior agreements and representations between them. It may be amended only by a writing executed by both parties. THE ACCEPTANCE OF ANY PURCHASE ORDER PLACED BY YOU IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS SET FORTH HEREIN, AND NOT THOSE CONTAINED IN YOUR PURCHASE ORDER. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. This Agreement shall be governed by and construed under English law as such law applies to agreements between and parties hereby agree to the juridstiction of the High Court in London England. PART II -- TERMS APPLICABLE WHEN LICENSE FEES NOT (YET) PAID GRANT. Pembroke International Ltd (Pembroke) hereby grants you a non-exclusive license to use its accompanying software product (Software) free of charge if your use of the Software is for the purpose of evaluating whether to purchase an ongoing license to the Software. The evaluation period is limited to 30 days. If you fit within the above description, you may: use the Software on any single computer; use the Software on a second computer so long as the primary user of each copy is the same person and more than one copy is not simultaneously used; copy the Software for archival purposes, provided any copy must contain all of the original Software's proprietary notices. You may not: permit other individuals to use the Software except under the terms listed above; modify, translate, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction), or create derivative works based on the Software; copy the Software (except as specified above); rent, lease, transfer or otherwise transfer rights to the Software; or remove any proprietary notices or labels on the Software. DISCLAIMER OF WARRANTY. Whilst the Software is provided free of charge, the Software is provided on an AS IS basis, without warranty of any kind, including without limitation the warranties of merchantability, fitness for a particular purpose and non- infringement. The entire risk as to the quality and performance of the Software is borne by you. Should the Software prove defective, you and not Pembroke assume the entire cost of any service and repair. In addition, the security mechanism implemented by the Software has inherent limitations, and you must determine that the Software sufficiently meets your requirements. This disclaimer of warranty constitutes an essential part of the agreement. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL PEMBROKE OR ITS SUPPLIERS OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES. IN NO EVENT WILL PEMBROKE BE LIABLE FOR ANY DAMAGES IN EXCESS OF PEMBROKE'S LIST PRICE FOR A LICENSE TO THE SOFTWARE, EVEN IF PEMBROKE SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. PART III -- TERMS APPLICABLE WHEN LICENSE FEES PAID GRANT. Subject to payment of applicable license fees, within seven days of the due date, Pembroke International Ltd (Pembroke) hereby grants to you a non-exclusive license to use its accompanying software product (Software) and accompanying documentation (Software) on the terms below. You may: use the Software on any single computer; use the Software on a second computer or on a network in a registered multi-user site; copy the Software for archival purposes, provided any copy must contain all of the original Software's proprietary notices. You may not: permit other individuals to use the Software except under the terms listed above; modify, translate, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction), or create derivative works based on the Software; copy the Software (except as specified above); rent, lease, transfer or otherwise transfer rights to the Software; or remove any proprietary notices or labels on the Software. LIMITED WARRANTY. Pembroke warrants that for a period of ninety (90) days from the date of acquisition, the Software, if operated as directed, will substantially achieve the functionality described in the accompanying documentation (Documentation). Pembroke does not warrant that the operation of the Software will be error-free. In addition, the security mechanism implemented by the Software has inherent limitations, and you must determine that the Software sufficiently meets your requirements. Pembroke also warrants that the media containing the Software, if provided by Pembroke, is free from defects in material and workmanship and will so remain for ninety (90) days from the date you acquired the Software. Pembroke's sole liability for any breach of this warranty shall be, in Pembroke's sole discretion: (i) to replace your defective media; or (ii) to advise you how to achieve substantially the same functionality with the Software as described in the Documentation through a procedure different from that set forth in the Documentation; or (iii) if the above remedies are impracticable, to refund the license fee you paid for the Software. Repaired, corrected, or replaced Software and Documentation shall be covered by this limited warranty for the period remaining under the warranty that covered the original Software, or if longer, for thirty (30) days after the date (a) of shipment to you of the repaired or replaced Software, or (b) Pembroke advised you how to operate the Software so as to achieve the functionality described in the Documentation. Only if you inform Pembroke of your problem with the Software during the applicable warranty period and provide evidence of the date you acquired the Software will Pembroke be obligated to honour this warranty. Pembroke will use reasonable commercial efforts to repair, replace, advise or refund pursuant to the foregoing warranty within 30 days of being so notified. THIS IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY PEMBROKE. PEMBROKE MAKES NO OTHER EXPRESS WARRANTY AND NO WARRANTY OF NONINFRINGEMENT OF THIRD PARTIES RIGHTS. THE DURATION OF IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE, IS LIMITED TO THE ABOVE LIMITED WARRANTY PERIOD; NO PEMBROKE DEALER, AGENT, OR EMPLOYEE IS AUTHORISED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS WARRANTY. If any modifications are made to the Software by you during the warranty period; if the media is subjected to accident, abuse, or improper use; or if you violate the terms of this Agreement, then this warranty shall immediately be terminated. This warranty shall not apply if the Software is used on or in conjunction with hardware or Software other than the unmodified version of hardware and Software with which the Software was designed to be used as described in the Documentation. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL PEMBROKE OR ITS SUPPLIERS OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, OR FOR ANY DAMAGES IN EXCESS OF PEMBROKE'S LIST PRICE FOR A LICENSE TO THE SOFTWARE AND DOCUMENTATION, EVEN IF PEMBROKE SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION.