Astrometric Instruments: Software License

• License. You may: (a) use and (b) copy the Software in machine readable form solely for back-up purposes or use within a single working location; provided you reproduce Astrometric Instruments' copyright notice and proprietary legends.

• Restrictions. You may not distribute copies of the Software. The Software contains trade secrets and in order to protect them you may not decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human perceivable form. YOU MAY NOT MODIFY, ADAPT, TRANSLATE, RENT, LEASE, LOAN, RESELL FOR PROFIT, DISTRIBUTE OR CREATE DERIVATIVE WORKS BASED UPON THE SOFTWARE OR ANY PART THEREOF.

• Ownership. The Software is copyrighted by, proprietary to and a trade secret of Astrometric Instruments, Inc. Astrometric Instruments, Inc. retains the title, ownership and intellectual property rights in and to the Software and all subsequent copies regardless of the form or media. The Software is protected by the copyright laws of the United States and international copyright treaties. This License is not a sale of the Software.

• Termination. This License is effective until terminated. This License will terminate automatically without notice if you fail to comply with any of the provisions. Upon termination you shall destroy all copies of the Software including any partial copies.

• Disclaimer of Warranty. YOU ACCEPT ALL RISKS WHICH MAY ARISE FROM THE DOWNLOADING OF THE SOFTWARE, INCLUDING BUT NOT LIMITED TO ERRORS IN TRANSMISSION OR CORRUPTION OF EXISTING DATA OR SOFTWARE. ASTROMETRIC INSTRUMENTS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF NON INFRINGEMENT OF THIRD PARTIES' RIGHTS, WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. Some states do not allow the exclusion of implied warranties or limitations of how long an implied warranty may last, so the above exclusion may not apply to you. You may also have other rights which vary from state to state.

• Limitation of Liability. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL ASTROMETRIC INSTRUMENTS 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 PROFITS, DATA, GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ASTROMETRIC INSTRUMENTS SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

• General. You agree this is the complete agreement concerning this License. In order to amend this License, a writing executed by both parties is required. You assume full responsibility for the legal and responsible use of the Software. This License shall be governed by Massachusetts law as such law applies to agreements between Massachusetts residents entered into and to be performed within Massachusetts, except as governed by Federal law. Should any provision of this License be declared unenforceable in any jurisdiction, then such provision shall be deemed to be severable from this License and shall not affect the remainder hereof. All rights in the Software not specifically granted in this License are reserved by Astrometric Instruments, Inc.