Idaho Central Interchange Software License Agreement

READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE INSTALLING
AND USING THIS SOFTWARE.  BY YOUR USE OF THIS SOFTWARE YOU AGREE TO
BE BOUND BY THE TERMS AND CONDITIONS SET FORTH HEREIN.             

1. Grant of License.
   Subject to the terms of this Agreement, Idaho Central Interchange 
   ("ICI") grants you a non-exclusive, non-transferable license to:

   (a) Use Data Downs or Data Downs Lite ("Software") contained in
   this archive during the term of this Agreement on any single central 
   processing unit or single continuous Local Area Network (LAN) segment.

   (b) Use the documentation contained in this archive during the term
   of this Agreement in support of your use of the software.

   (c) Copy and Distribute the "Data Downs Lite" version of the software.


2. Term of License.
   The term of this Agreement and the license granted to you pursuant to 
   Paragraph 1 shall commence upon you installing the software and shall 
   remain in effect until terminated. You may terminate the license at any 
   time by destroying all copies, modifications, or merged portions of the 
   Software. It will also terminate if you fail to comply with any term or 
   condition of this Agreement. You agree upon such termination to destroy 
   the Software, any and all copies, modifications, or merged portions in 
   any form.

3. Copyright.
   The Software and the accompanying documentation is owned by ICI and is 
   protected by United States copyright laws and international treaty 
   provisions. You may not modify, disassemble, decompile or reverse 
   engineer the Software or documentation, except as consented to in 
   writing by ICI. You shall not sell, lease, assign, sublicense or 
   otherwise transfer or disclose the Software in whole or in part, to any 
   third party.  This license will automatically terminate if you transfer 
   possession of any copy of the Software to any other party. 

4. General                                                              
   (a) This Agreement is the complete agreement and understanding of the 
   parties with respect to the software and documentation, and supersedes 
   all prior oral, written, or representations and agreements.  This 
   Agreement may only be amended in writing by an authorized officer of 
   ICI, and ICI expressly rejects any modifications to this Agreement and 
   all additional terms and conditions.

   (b) Title in and to the software and documentation remain exclusively 
   in ICI, subject to the express, limited, and nonexclusive license 
   granted to you pursuant to Paragraph 1.  This includes the original, 
   and all whole or partial copies thereof, modified copies, and copies 
   merged into other programs.

5. Acknowledgment and Indemnity.
   YOU ACKNOWLEDGE THAT THE FAILURE TO PROPERLY OPERATE THE SOFTWARE 
   LICENSED HEREUNDER, INCLUDING THE TIMELY AND ACCURATE INPUT AND 
   TRANSMISSION OF ALL AND ANY DATA, COULD RESULT IN PROPERTY DAMAGE, 
   PERSONAL INJURY OR DEATH THAT MIGHT HAVE BEEN AVOIDED IF THE SOFTWARE 
   HAD BEEN PROPERLY OPERATED IN A TIMELY MANNER.

   You agree to indemnify and hold ICI harmless from any and all claims, 
   damage, loss, cost, expense or other liability for property damage, 
   personal injury, wrongful death or any other claim resulting from the 
   negligent failure to properly operate the Software, including the 
   timely and accurate input and transmission of ALL and ANY data.

6. Limited Warranty.
   ICI warrants that the Software will perform substantially in accordance 
   with the accompanying ICI end-use documentation for a period of sixty 
   (60) days from the date of purchase. THIS WARRANT IS EXCLUSIVE AND ICI 
   MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED 
   TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7. Remedies.
   If you believe that the Software has not performed in accordance with 
   the foregoing limited warranty, you must notify ICI in writing not more 
   than 90 days after the end of the applicable warranty period. In the 
   event such limited warranty has been breached, ICI shall, at its 
   option, either (i) repair or replace the Software free of charge, or 
   (ii) accept the return of the Software and refund the purchase price 
   thereof.

   No Liability for Damages. IN NO EVENT WILL ICI BE LIABLE TO YOU FOR ANY 
   DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF 
   BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, 
   LOST SAVINGS, PERSONAL INJURY, WRONGFUL DEATH, OR OTHER INCIDENTAL OR 
   CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE 
   SOFTWARE, EVEN IF ICI OR AN AUTHORIZED DEALER HAS BEEN ADVISED OF THE 
   POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY, 
   EXCEPT TO THE EXTENT OF THE REMEDIES DESCRIBED ABOVE IN THE EVENT OF 
   THE BREACH OF THE LIMITED WARRANTY DESCRIBED ABOVE.

8. Governing Law.
   The parties agree that any dispute or default arising from this 
   Agreement shall be governed by the internal law of the State of Idaho, 
   and each party agrees to submit to the jurisdiction and venue of the 
   Circuit Court of Cassia County, Idaho.

BY YOUR INSTALLATION AND USE OF THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU 
HAVE READ AND UNDERSTAND THE FOREGOING AND THAT YOU AGREE TO BE BOUND 
THEREBY.