panFora License Agreement

LICENSE GRANT.
Subject to the terms and conditions contained herein and payment of applicable 
license fees, wiTHinc, Inc. ("WI") hereby grants to you a perpetual, non-
transferable, non-exclusive license to use the version(s) of the accompanying 
proprietary software product ("Software") and related documentation 
("Documentation"), subject to the usage limits of your license(s).

For each license registered and fee paid, Licensee may install and run one copy 
of the Software on a single server, subject to the usage limits of that license. 
In connection with the license granted herein, Licensor shall license to you an 
authorization data string ("Key") for each license.  Licensee agrees to not 
exceed the performance and usage levels provided by the licensed Key.  Licensee 
further agrees to not modify the files or the collection of files ("Package") 
distributed by the Licensor.  Title to each Key will remain with Licensor and 
Licensor may reclaim every KEY in the event of an uncured breach of this 
Agreement.

Without purchasing or registering for a license, you may install and run the 
Software for evaluation purposes only, with maximum limits 100 users in each of 
two distinct user databases for a period of 45 days to assess the Software's 
features and capabilities.

FEES.
License registration and a fee is required for each Software license. Each 
installation of the Software on a single server or on multiple servers will 
require a separate license. Each networked copy of the Software on a server will 
require a separate license; that is, each unique network address at which the 
Software runs and responds requires a separate license. Each license permits 
certain usage levels. To exceed those usage limits you must purchase a new 
license that permits the higher usage level.

The panFora Lite Software license requires registration, but has a no cost fee. 

RESTRICTED USE.
The Software and the Package is protected by the copyright laws of the United 
States and international copyright treaties. You may not copy the Software, 
except for backup or archival purposes. Any such copy shall be subject to this 
Agreement and shall contain all of WI's notices regarding proprietary rights as 
contained in the Software WI originally provided to you. If you receive a first 
copy of the Software electronically and a second copy on media, the second copy 
may be used only for backup and archival purposes. This license does not grant 
you any right to any enhancement or update to the Software. Enhancements and 
updates, if available, may be obtained at WI's then current standard pricing, 
terms, and conditions.

TITLE.
Title, ownership rights, and intellectual property rights in and to the 
Software, Documentation and Package shall remain in WI and/or its suppliers. 
This Agreement does not include the right to sublicense the Software and may not 
be assigned (by operation of law or otherwise) or transferred without the prior 
written consent of WI. You agree not to attempt to decipher, decompile or 
disassemble the Software or develop derivative works of the Software or 
knowingly allow others to do so, except to the extent applicable laws 
specifically prohibit such restriction. You may not modify or create derivative 
works of the Software or the Package.

CONTENT.
Title, ownership rights, and intellectual property rights in and to the content 
accessed through the Software is the property of the applicable content owner 
and may be protected by applicable copyright or other law. This License gives 
you no rights to such content.

LIMITED WARRANTY.
WI 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 Documentation. WI does not warrant, however, that 
Licensee's use of the Software will be uninterrupted or that the operation of 
the Software will be error-free or secure. In addition, the security mechanism 
implemented by the Software has inherent limitations and Licensee must determine 
that the software sufficiently meets Licensee's needs. WI also warrants that the 
media containing the Software, if provided by WI, is free from defects in 
material and workmanship and will so remain for ninety (90) days from the date 
Licensee acquires the Software. WI's sole liability for any breach of this 
warranty shall be, in WI's sole discretion: (i) to replace Licensee's defective 
media; or (ii) to advise Licensee 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 Licensee 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 Licensee of the repaired or replaced Software, or (b) WI 
advised Licensee how to operate the Software so as to achieve the functionality 
described in the Documentation. Only if Licensee informs WI of Licensee problem 
with the Software during the applicable warranty period and provide evidence of 
the date Licensee acquired the Software will WI be obligated to honor this 
warranty. THIS IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY WI. WI 
MAKES NO OTHER EXPRESS OR IMPLIED WARRANTY AND EXPRESSLY DISCLAIMS ALL 
WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTIES' RIGHTS, OF MERCHANTABILITY AND 
OF FITNESS FOR A PARTICULAR PURPOSE. NO WI DEALER, AGENT, OR EMPLOYEE IS 
AUTHORIZED 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 programs other than the unmodified version of hardware and programs 
with which the Software was designed to be used as described in the 
Documentation.
SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, 
SO THE ABOVE EXCLUSION MAY NOT APPLY TO LICENSEE. THIS WARRANTY GIVES YOU 
SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE 
TO STATE OR BY JURISDICTION.

LIMITATION OF LIABILITY.
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, 
SHALL WI 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 WI'S LIST PRICE FOR A LICENSE TO THE 
SOFTWARE AND DOCUMENTATION, EVEN IF WI 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.  FURTHERMORE, 
SOME STATES AND JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR 
INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATIONS MAY NOT APPLY TO 
YOU.

EXPORT.
You may not download or otherwise export or re-export the Software or any 
underlying information or technology except in full compliance with all United 
States and other applicable laws and regulations as follows:

None of the Software or underlying information or technology may be downloaded 
or otherwise exported or re-exported (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.S. has embargoed goods; or (ii) to anyone on the U-S- Treasury 
Department's list of Specially Designated Nationals or the U-S. Commerce 
Department's Table of Deny Orders. 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.

TERMINATION.
Either party may terminate this Agreement immediately in the event of default by 
the other party. Upon any termination of this Agreement, you shall immediately 
discontinue the use of the Software and shall within ten (10) days return to WI 
all copies of the Software and Documentation.  You may also terminate this 
Agreement at any time by destroying the Software and Documentation and all 
copies thereof. Your obligations to pay accrued charges and fees shall survive 
any termination of this Agreement.

MISCELLANEOUS.
This Agreement represents the complete and exclusive statement of the 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 FOR THE 
SOFTWARE AND/OR DOCUMENTATION IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO 
THE TERMS AND CONDITIONS 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, and such decision shall not affect the enforceability (i) 
of such provision under other circumstances or (ii ) of the remaining provisions 
hereof under all circumstances. This Agreement shall be governed by and 
construed under California law as such law applies to agreements between 
California residents entered into and to be performed entirely within 
California, except as governed by Federal law. This Agreement will not be 
governed by the United Nations Convention of Contracts for the International 
Sale of Goods, the application of which is hereby expressly excluded.

U.S. GOVERNMENT RESTRICTED RIGHTS.<BR> 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 when 
applicable, or in subparagraph (c)(I)(it) of the Rights in Technical Data and 
Computer Software clause at DFARS 252.227-7013, and in similar clauses in the 
NASA FAR Supplement. Contractor/manufacturer is wiTHinc, Inc., 619 Cornwallis 
Ln., Foster City, CA 94404.

