1.           Product Use is Acceptance of this Agreement:

Software Pursuits, Inc. (SPI), a California corporation, is willing to license its software to you only on the condition that you        accept all of the terms contained in this license agreement. By installing, copying, or using the software provided or distributed by SPI you accept and agree to be bound by the terms of this license agreement. If you do do not agree to these terms, you must promptly discontinue all use of the software and remove it from your computers. If you have not yet obtained permanent license codes you may be entitled to a refund of any monies paid for the license. Refunds are generally not available once you have received a non-expiring license code.

This is a license agreement and NOT an agreement for sale. SPI continues to own the software, documentation, and other content provided under this agreement. Your rights to use the Software are specified in this Agreement, and we retain all rights not expressly granted to you in this Agreement. Nothing in this Agreement constitutes a waiver of our rights under U.S. or International copyright, patent, or other intellectual property laws or any other federal or state laws.

You are granted the following rights to the Software. The Software is "installed" on a computer when it is placed on a computer's hard disk, CD-ROM, or other secondary storage device. The Software is "in use" on a computer when it is executed or loaded into the computer's RAM or other primary memory. The rights below apply to each license purchased.

Workstation License: Each License allows you to install and use the Software on one workstation computer in your possession. A workstation is a computer running a version of Windows intended for a single user. All other machines are considered servers.

SureSync Licenses: You may copy files between a workstation and any other computer; however you may only reference a maximum of two servers with a Workstation license. A Workstation license cannot be used to run jobs on a server. Each job must reference the file system on the licensed Workstation. A workstation license is not required to configure or monitor jobs running on other licensed machines, including servers.

ArchiveSync Licenses: A Workstation License is required for each workstation used as a source for archiving.

Advanced Open File Licenses: A Workstation License is required for each workstation used as a source for copying.

SPIAgent Licenses: A Workstation License is required for any workstation that runs the SPIAgent service. An additional Workstation License is needed on a workstation if it communicates with another remote SPIAgent or if it is used to run Monitors with SureSync.

MigratePro, File Locking, Block-Level Mirroring, Fail-over Licenses: A Workstation License is required for any workstation that uses these products as a source or destination. MigratePro licenses cannot be transferred to other computers.

Server License: Each Server License allows you to install or use the Software to on one server computer. A server is any computer that is not defined as a workstation.

SureSync Licenses: A Server License is required for each server used as a file source or destination, even if the software is not installed or executed on that server. You may copy files to or from any number of workstations when the Software is executed on a licensed server. A SureSync License is not required to configure or monitor jobs running on other licensed machines.

MigratePro Licenses: A Server License is required for each server used as a file source or destination, even if the software is not installed or executed on that server. A MigratePro License is not required to configure or monitor jobs running on other licensed machines. MigratePro licenses cannot be transferred to other computers.

ArchiveSync Option Licenses: A Server License is required for each server used as a source for archiving.

Advanced Open File Licenses: A Server License is required for each server used as a source for copying.

SPIAgent Licenses: A Server License is required for any server that runs the SPIAgent service. An additional Server License is needed on a server if it communicates with another remote SPIAgent or if it is used to run Monitors with SureSync.

File Locking, Block-Level Mirroring, Fail-over Licenses: A Server License is required for any server that uses these products as a source or destination.

b)          Right to Copy. You may copy the Software for backup and archival purposes,
             provided that each copy is kept in your possession or control.

c)          Right to Transfer. You may not rent, lend, or lease this Software. . However,
             you may transfer this license to use the Software to another party on a permanent
             basis by transferring this copy of the License Agreement, at least one unaltered
             copy of the Software, and any associated documentation. You must, at the same
             time, either transfer to the other party or destroy all your other copies of the
             Software. Such transfer of possession terminates your license from us. Such other
             party shall be licensed under the terms of this Agreement upon its acceptance of
             this Agreement by its initial use of the Software. If you transfer the Software, you
             must remove the Software from your hard disk and you may not retain any copies
             of the Software for your own use. License transfers will only be recognized as valid
             by SPI if SPI is notified by you, provided with the associated license codes
             transferred, and provided with contact information of the new license owner.

a)  Use, copy, modify, merge, or transfer copies of the Software except as expressly authorized in this Agreement;

b)  Use any back-up or archival copies of the Software (or allow someone else to use such copies) for any purpose other than to replace an original copy if it is destroyed or becomes defective;

c)  Disassemble, de-compile or "unlock," reverse translate, or in any manner decode the Software for any reason;

d)  Place the Software onto a server so that it is accessible via a public network such as the Internet; or

e)  Sublicense, lease, or rent the Software.

a)  Limited Warranty. We warrant that, for thirty (30) days from the date you acquired it from us or our authorized dealers (1) the Software will perform substantially in accordance with the user documentation accompanying the Software, and (2) any media on which the Software is provided to you will be free from defects in materials and workmanship under normal use and service.

b)  Exclusive Remedies. Our entire liability and your sole and exclusive remedy for breach of the foregoing warranty shall be, at our option, to either (1) return the price you paid, or (2) repair or replace the Software or media that does not meet the foregoing limited warranty if it is returned to us with a copy of your receipt. This limited warranty is void if failure of the Software is caused by accident, abuse, or violation of this license agreement. Any replacement Software will be warranted as above for the remainder of the original warranty period, or thirty (30) days from the date we ship it to you, whichever is longer. Returns must be made to the place of purchase.

C)  WARRANTY DISCLAIMER. WE DO NOT WARRANT THAT THIS SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE EXTENT ALLOWED BY LAW, WE EXPRESSLY DISCLAIM ALL EXPRESS WARRANTIES NOT STATED HERE AND ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IF THIS SOFTWARE QUALIFIES AS A "CONSUMER PRODUCT" UNDER THE MAGNUSON-MOSS WARRANTY ACT, ANY IMPLIED WARRANTIES ARE LIMITED TO THIRTY (30) DAYS FROM THE DATE YOU ACQUIRED THE SOFTWARE FROM US OR FROM OUR AUTHORIZED DEALER, AND THEREAFTER ANY IMPLIED WARRANTIES ARE EXPRESSLY DISCLAIMED.

Some states do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. This limited warranty gives you specific legal rights, and you may have other legal rights, which vary from state to state.

OUR LIABILITY TO YOU FOR ANY LOSSES SHALL BE LIMITED TO DIRECT DAMAGES AND SHALL NOT EXCEED THE AMOUNT YOU ORIGINALLY PAID FOR THE SOFTWARE. IN NO EVENT WILL WE BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

or for the federal government. By accepting delivery of the Software, the government hereby agrees that the Software qualifies as "commercial" computer software as that term is used in the acquisition regulations applicable to this procurement and that the government's use and disclosure of the Software is controlled by the terms and conditions of this Agreement to the maximum extent possible. This Agreement supersedes any contrary terms or conditions in any statement of work, contract, or other document that are not required by statute or regulation. If any provision of this Agreement is unacceptable to the government, SPI may be contacted as indicated below. If any provision of this Agreement violates applicable federal law or does not meet the government’s actual, minimum needs, the government agrees to return the unused Software for a full refund.

The following statement applies only to procurements governed by DFARS Part 227.4 (OCT 1988):  The enclosed Software is provided with Restricted Rights -- Use, duplication, or disclosure by the U.S. Government or any of its agencies or instrumentalities is subject to restrictions as set forth in subparagraph (c)(1)(ii) [or (i)] of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 (OCT 1988). Contractor Manufacturer is identified in section 14 below.

States and any amendments thereof. You agree that you will not directly or indirectly transfer the Software except in compliance with all applicable U.S. export laws and regulations.

all copies of the Software in your possession or by returning all such copies to us. This Agreement and your right to use this Software automatically terminate if you fail to comply with any material provision of this Agreement. Your license to use this Software also terminates if you assign this Agreement to someone else. Upon termination, you must stop all use of the Software and must destroy any non-archive copies that remain in your possession.

is purchased directly from Software Pursuits. If the license is purchased from another party, you may need to provide a copy of your license codes and proof of purchase to properly register your license.

This is the entire agreement between us relating to the software, and supersedes any prior purchase order, communications, advertising, or representations concerning the contents of this package. No change or modification of this Agreement will be valid unless it is in writing, and is signed by SPI.

The parties hereto have expressly required that the present Agreement and its Exhibits be drawn up in the English language. /  Les parties aux présentes ont expressément exige que la présente convention et ses Annexes soient rédigées en langue Anglaise.

Support@SoftwarePursuits.com. You may call SPI at +1-650-372-0900. Software Pursuits, Inc., 1500 Fashion Is Blvd, #205, San Mateo, CA 94404

Software Pursuits, Inc. (SPI) is committed to providing our customers with quality products and expert support. An Upgrade and Support Plan may be purchased for certain products to provide coverage under this section. The Upgrade and Support Plan period covered will be indicated on your invoice.

If you have purchased a product on a subscription basis, the Upgrade and Support Plan is active during the life of your active subscription.

The services provided to SureSync customers under the Upgrade and Support Plan include:

• Version Upgrades – receive new versions of the product for no additional charge.

• Product updates – receive all bug fixes available for the software products purchased at no additional charge.

• Technical support -- assistance with setup and configuration of your software, response to questions about use and operation of the software and assistance in identifying and resolving problems with the use or operation of the software.

Throughout your Upgrade and Support Plan period, you will receive assistance from Software Pursuits' technical support staff. Technical support is available during SPI’s business hours (8am to 5pm, Pacific Time).  Assistance is available by:

• Telephone: +1 (650) 372-0900
• Fax: +1 (650) 372-2912
• Email: support@SoftwarePursuits.com
• Web site: SoftwarePursuits.com

Upgrade and Support Plan Services consist of resolving problems you might have in using a software product and supplying you with new releases of the software. SPI will make its best effort to identify and resolve all questions and problems encountered by customers using its software products. SPI will maintain the software in a prompt and professional manner when problems are documented and submitted in a format prescribed by SPI. Problems must be reproducible in the unaltered portion of a supported release of the software.  Problems may be resolved by issuing a) defect correction information, b) a restriction, c) a bypass or d) a new release of the Software.

As part of its Upgrade and Support Plan Services, SPI may issue new releases of the Software Product with fixes and enhancements. There will be no additional charge for enhancements that are generally made available to SPI’s customers without charge. SPI is not required to provide fixes for releases that have been superseded by a later release for a period of six months.

Notwithstanding the foregoing, you recognize that SPI is not required to supply any consulting or “debugging” services unless a Software Product proves faulty. SPI agrees to assist you in determining the nature of an information processing problem, and will inform you in advance if such assistance is billable by SPI. While SPI will make all reasonable attempts to fix any defects in its products, SPI cannot guarantee service results or warrant that all errors or Software defects will be corrected.

During a Software Product’s Upgrade and Support Plan Period, SPI will make any subsequent Software release available to you without additional charge for your use on the licensed computer. A subsequent Software release has the same product name as the previous Software release.
For Software not eligible for Upgrade and Support Plan Services, subsequent Software releases require the payment of an Update Charge.

Upgrade and Support Plan Services for software are included in the license fee only for the initial Upgrade and Support Plan Period of three (3) months. Upgrade and Support Plan services can be extended by purchasing an annual Upgrade and Support Plan. If you have a software license subscription, the Upgrade and Support Plan is included in the product subscription price.
Upgrade and Support Plan Charges must be paid in advance of the Upgrade and Support Plan Period.  Upgrade and Support Plan Services will continue as long as you continue to pay the Upgrade and Support Plan Charge.

If you do not pay your Upgrade and Support Plan invoice within 30 days of the invoice due date, your Upgrade and Support Plan will be automatically canceled. You can reinstate your Upgrade and Support Plan up until your Upgrade and Support Plan has been lapsed for no more than six (6) months by paying 110% of the Upgrade and Support Plan Charge for the entire period for which Upgrade and Support Plan Services were not in effect, plus Upgrade and Support Plan Charges for a new Upgrade and Support Plan Period of not less than one year.

If your Upgrade and Support Plan has lapsed for more than six months, you will not be eligible for a Upgrade and Support Plan contract until you have purchased an upgrade to the next version. Upgrade charges and per-call support charges will apply.
If Upgrade and Support Plan Services are purchased, then they must be purchased for all active software licenses purchased by you. You may not purchase Upgrade and Support Plan for only a portion of the software licenses. Please contact Software Pursuits for a specific quote.

Notifications of new product updates are posted on the Software Pursuits web site (SoftwarePursuits.com), and are provided via electronic mail to customers with Upgrade and Support Plans. It is your responsibility to make sure that SPI has your correct e-mail address.

Software Products are generally delivered electronically. A nominal charge is made for software and printed materials if you wish to have them shipped to you. You may make copies as needed to operate within the limits of the licenses purchased.

You may notify Software Pursuits of your intent to terminate an Upgrade and Support Plan at any time. The termination will be effective at the end of the current Upgrade and Support Plan period.

SPI must provide at least one month written notice before discontinuing Upgrade and Support Plan Services for a Software Product.

Each Software Product eligible for Upgrade and Support Plan Services is warranted to conform to its specifications during its Upgrade and Support Plan Period. This warranty applies only if the Software, in its original unmodified state, is properly used in its Specified Operating Environment.  While Upgrade and Support Plan Services are available, you may inform SPI if you believe a Software Product does not meet its product specifications and SPI will provide Upgrade and Support Plan Services as described above. SPI does not warrant that the Software will meet your requirements, or will operate in the combination that you select for use, or that the operation of the Software will be uninterrupted or error free, or that all Software defects will be corrected by SPI.

SPI WILL DISTRIBUTE ALL UNWARRANTED SOFTWARE PRODUCTS ON AN “AS IS” BASIS.
THE FOREGOING WARRANTIES ARE IN PLACE OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Software Pursuits
1500 Fashion Island Blvd, #205
San Mateo, CA 94404

Phone: +1-650-372-0900
Fax: +1-650-372-2912
www.SoftwarePursuits.com