LICENSE AGREEMENT 1. LICENSE GRANT. Gemini Software Corporation ("Gemini") grants to you (either as an individual or entity) a personal, non-transferable, and non-exclusive right to use the copy of the object code version of the software provided with this license. The term of this Agreement will be for the duration of Gemini's copyright in the software. You agree you will not copy the software except as necessary to use it on a single computer system. You agree that you may not copy the written materials accompanying the software. You may assign your rights under this Agreement to a third party who agrees in writing to be bound by this Agreement prior to the assignment and provided that you transfer all copies of the software and related documentation to the third party or destroy any copies not transferred. Except as set forth above, you may not assign your rights under this Agreement. 2. COPYRIGHT. You acknowledge that no title to the intellectual property in the software is transferred to you. You further acknowledge that the title and full ownership rights to the software will remain the exclusive property of Gemini or its suppliers, and you will not acquire any rights to the software except as expressly set forth above. You agree that any copies of the software will contain the same proprietary notices which appear on and in the software. 3. REVERSE ENGINEERING. You agree that you will not attempt, and if you are a corporation, you will use your best efforts to prevent your employees and contractors from attempting, to reverse compile, modify, translate, or disassemble the software in whole or in part. 4. DISCLAIMER OF WARRANTY. THIS SOFTWARE IS SOLD "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH YOU. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU (AND NOT GEMINI SOFTWARE CORPORATION) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. Some states do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. This warranty gives you specific legal rights and you may also have other rights which vary from state to state. Gemini Software Corporation does not warrant that the functions contained in this software will meet your requirements or that operation of the software will be uninterrupted or error free. 5. CUSTOMER REMEDIES. Gemini's entire liability and your sole and exclusive remedy shall be, at Gemini's option, either to [a] correct the error, [b] help you work around the error, or [c] authorize a refund, so long as the software, documentation and diskettes are returned to Gemini with a copy of your receipt. This remedy is void if failure of the software has resulted from accident, abuse, or misapplication. Any replacement software will be warranted for the remainder of the original warranty period. 6. SEVERABILITY. In the event of invalidity of any provision of this Agreement, the parties agree that such invalidity shall not affect the validity of the remaining portions of this Agreement. 7. NO LIABILITY FOR CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL GEMINI BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES OF ANY KIND ARISING OUT OF THE USE OF THE GEMINI SOFTWARE, EVEN IF GEMINI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL GEMINI'S LIABILITY FOR ANY CLAIM, WHETHER IN CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY, EXCEED THE LICENSE FEE PAID BY YOU. 8. EXPORT. You agree that you will not export or re-export the software without the appropriate United States or foreign government licenses. 9. GOVERNING LAW. This Agreement will be governed by the laws of the State of Maryland as they are applied to agreements between Maryland residents entered into and to be performed entirely within Maryland. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed. 10. ENTIRE AGREEMENT. This is the entire Agreement between you and Gemini which supersedes any prior agreement, whether written or oral, relating to the subject of this Agreement.