Notice:  A Backup Simplicity license entitles you to install and use the software on one and only one computer. You must uninstall the software from any computer using a particular serial number prior to using that same serial number to install the software on any other computer.

This software reports its serial number and the name of the computer over the Internet for the purpose of ensuring license compliance. No other information is transferred and this information will not be used to contact you.

Qdea Inc.
END USER LICENSE AGREEMENT
FOR BACKUP SIMPLICITY SOFTWARE

NOTICE TO USER:
THIS IS A CONTRACT.  BY INSTALLING THIS SOFTWARE YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.

This Qdea  Inc. ("Qdea") End User License Agreement accompanies the Qdea Backup Simplicity software product and related explanatory materials (the "Software").  The term "Software" also shall include any upgrades, modified versions or updates of the Software licensed to you by Qdea.  Please read this Agreement carefully.  At the end, you will be asked to accept this agreement and continue to install or, if you do not wish to accept this Agreement, to decline this Agreement, in which case you will not be able to use the Software.

1. LICENSE GRANT

1.1 License. Qdea hereby grants you a perpetual, personal, nonexclusive, nontransferable license (without the right to sublicense, sell or assign) to use the Software.  Where title to certain Third Party Software is retained by Qdea's licensors, Qdea warrants that it has the authority to license such software to you. You may purchase from Qdea a Software License Key ("Serial Number") that will permit you to use all Software features.

1.2 Limitations on Use. In addition to all other limitations in this section, you expressly agree that you shall not: (1) use the Serial Number to install the Software on more than one computer at one time, (2) modify the Software in any way; (3) create derivative versions of the Software; or (4) reverse assemble or disassemble, reverse compile, or reverse engineer the Software. You agree to uninstall the Software from any computer using a specific Serial Number prior to using that same Serial Number to install the Software on any other computer.

1.3 Allowable Use. You may make any number of copies of the Software. You may distribute copies of the Software, providing that a Serial Number is NOT included.

1.4 Access To New Versions. You may use the version of the Software available at the time of your license purchase for as long as you wish. You may also use other versions of the Software as may be released within two years of your license purchase. To use versions of the software released more than two years after your license purchase, an additional purchase (a "license renewal") will be necessary.

1.5 Ownership of the Software, Intellectual Property, and Proprietary Information. You acknowledge that the Software contains valuable trade secrets and confidential information owned or licensed by Qdea, including but not limited to the development status of the Software, the functionality of the Software, the appearance, content and flow of the Software's screens, the method and pattern of user interaction with the Software, and the content of the Software' documentation. You hereby agree that no title to (1) the Software or its components, (2) to the intellectual property rights in the Software or its components or (3) to copies of the Software or its components is transferred to you by this Agreement.  Qdea retains all title and ownership rights in the Software and its components, and all of their updates, documentation, bug fixes, modifications, subsequent versions, diagnostic software and support materials, (the "Materials"), all of which also contain Qdea proprietary information. The Software, the Materials and any Qdea proprietary information contained therein and any intellectual property rights pertaining thereto (including all patents, copyrights, trade secrets, trademarks and service marks), remain the exclusive property of Qdea and no title is granted to you in conjunction with this Agreement.

1.6 Your Obligations With Respect to the Software. You agree to properly secure the Serial Number and agree not to use the Serial Number in any manner so as to make it available to third parties without Qdea's prior written consent. You agree to hold the Serial Number in trust and confidence for Qdea during the term of this Agreement. You agree to maintain adequate internal procedures, including appropriate binding agreements with your employees, to protect Qdea's proprietary information in a reasonable manner but in no less a degree than you protect your own confidential or proprietary information.

1.7 Exclusions. You shall have no obligation as to information that is:  known to you at the time of disclosure without you having an obligation of confidentiality; is independently developed by you, provided that you can show by documentary evidence that such development was accomplished by you or on your behalf without the use of or reference to the information supplied to you by Qdea; becomes rightfully known to you from another source without confidentiality restriction on subsequent disclosure or use; or is or becomes part of the public domain through no wrongful act of yours.

Further, you may disclose such Information pursuant to a judicial or government order, provided that you give Qdea sufficient prior notice in order to contest such order or obtain a protective order.

(Note: Your duties under this section shall survive expiration or termination of this Agreement.)

2. NO WARRANTY, DISCLAIMERS, LIMITED REMEDY AND INDEMNITY

2.1 No Warranty.  The Software is being delivered to you AS IS and Qdea makes no warranty as to its use or performance.

2.2 General Disclaimer. QDEA HEREBY DISCLAIMS ALL EXPRESS AND IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. 

2.3 Limitation of Liability. 
IN NO EVENT SHALL QDEA BE LIABLE TO YOU OR ANY OTHER INDIVIDUAL OR ENTITY CONNECTED WITH YOU FOR ANY CLAIM, LOSS OR DAMAGE OF ANY KIND, ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT OR ARISING OUT OF OR IN CONNECTION WITH (1) THE DEFICIENCY OR INADEQUACY OF THE SOFTWARE FOR ANY PURPOSE WHETHER OR NOT KNOWN OR DISCLOSED TO YOU; (2) THE USE OR PERFORMANCE OF THE SOFTWARE OR OF ANY FILES, DATA OR COMPUTER SYSTEMS RELATING THERETO OR USED IN CONNECTION THEREWITH; (3) ANY INTERRUPTION OR LOSS OF SERVICE OR USE OF THE SOFTWARE; (4) ANY ERROR; OR (5) ANY LOSS OF PROFITS, SAVINGS, SALES, BUSINESS, DATA OR OTHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR LOSS OR DAMAGE OF ANY KIND OR NATURE RESULTING FROM THE FOREGOING, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.  Some states or jurisdictions do not allow the exclusion or limitation of incidental, consequential or special damages, or the exclusion of implied warranties or limitations on how long an implied warranty may last, so the above limitations may not apply to you.

2.4 Sole and Exclusive Remedy.  Your sole and exclusive remedy is replacement of the Software or return of the purchase price you paid for the Software.

3. Governing Law and General Provisions.  This Agreement will be governed by the laws of the State of Minnesota, U.S.A., excluding the application of its conflicts of law rules.  This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.  If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms.  You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations.  This Agreement shall automatically terminate upon failure by you to comply with its terms.  This Agreement may only be modified in writing signed by an authorized officer of Qdea.

4. Notice to Government End Users.  If this product is acquired under the terms of a:  (1) GSA contract  Use, reproduction or disclosure is subject to the restrictions set forth in the applicable ADP Schedule contract;  (2) U.S. DoD contract  Use, duplication or disclosure by the Government is subject to restrictions as set forth in subparagraph (c) (1) (ii) of 252.2277013;  or (3) Civilian agency contract  Use, reproduction, or disclosure is subject to 52.22719 (a) through (d) and restrictions set forth in the accompanying end user agreement.

Qdea is a service mark and Backup Simplicity is a trademark of Qdea, Inc.

YOUR ACCEPTANCE OF THE FOREGOING AGREEMENT WAS/MUST BE INDICATED DURING INSTALLATION.