LICENSE AGREEMENT IMPORTANT - READ THIS LICENSE AGREEMENT CAREFULLY BEFORE INSTALLING THE SOFTWARE THAT IS SUBJECT TO THIS AGREEMENT. BY DOWNLOADING OR USING THIS SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, PROMPTLY EXIT THIS PAGE WITHOUT DOWNLOADING THE SOFTWARE. 1. Grant of License for Registered Users; Payment of License Fee. (a) Subject to the terms and conditions of this License Agreement, PCWinSoft Systems Ltd (the "Company"), grants you a limited, non-exclusive, non-transferable license, effective only during the trial period set forth on the Company's web site (the "Trial Period"), to use the program with which this license is distributed (the "Software"), including any documentation files accompanying the Software (the "Documentation"), on a single server (if the Software is server based) or personal computer to support up to the number of simultaneous users for which you have paid the license fee provided that: (i) the Software is installed on only one server or personal computer; (ii) the Software is NOT modified; (iii) all copyright notices are maintained on the Software; and (iv) you agree to be bound by the terms of this License Agreement. The Software and Documentation shall be used only by you, only for your own personal or business use (as applicable, per the specific type of license purchased by you), and not for the benefit of any other person or entity. After expiration of the Trial Period, the license granted hereunder will immediately terminate, unless the term is extended pursuant to Section 1(b) below. (b) Upon expiration of the Trial Period, if you elect to continue use of the Software in accordance with the terms of this Agreement, you may pay to the Company the applicable license fee (the "Fee") set forth on the Company's web site. Upon complete payment by you, and receipt and acceptance by the Company, of the applicable Fee, the license granted hereunder shall continue for the term set forth in Section 10 below. 2. Ownership You have no ownership rights in the Software. Rather, this License Agreement grants to you a limited license as discussed herein to use the Software only as long as this License Agreement remains in full force and effect. Ownership of the Software, Documentation and all intellectual property rights therein shall remain at all times with the Company. Except as specifically set forth herein, any use of the Software by any person, business, corporation, government organization or any other entity is strictly forbidden and is a violation of this License Agreement. 3. Copyright The Software and Documentation contain material that is protected by Brazil federal and state copyright, trademark and trade secret law, and by international treaty provisions. The company expressly reserves all rights not granted to you. You may not remove any proprietary notice of PCWinSoft Systems Ltd from any copy of the Software or Documentation. 4. Restrictions You may not copy, publish, display, disclose, rent, lease, modify, loan or distribute the Software, or create derivative works based on the Software or any part thereof. You may not reverse engineer, decompile, translate, adapt, or disassemble the Software, nor shall you attempt to create the source code from the object code for the Software. You may not transmit the Software over any network or between any devices. This License Agreement grants a license to use the Software to one (1) person only. For business licensees, a separate license must be purchased at the applicable Fee for each individual person in the business who uses the Software. For individual licensees using the Software for personal use only, you may transfer the Software to other computers you own, as long as you only use it on one computer at a time. 5. Confidentiality You acknowledge that the Software contains proprietary information and trade secrets of the Company, including without limitation Company source code and its underlying logic and concepts ("Confidential Information"). You shall prevent and not allow any Confidential Information or materials to be disclosed, used, sold, assigned, leased, sub-licensed, commercially exploited or marketed in any way or manner by you (or your employees, agents or representatives, if applicable); and you shall not permit any such persons to use any portion of the Software for the purpose of deriving the source code of the Software or defeating any key related to the Software. Without limitation of the foregoing, all Confidential Information shall be protected by the recipient from disclosure to others with at least the same degree of care as that which is accorded your own proprietary information, but in no event with less than reasonable care. 6. Limited Warranty THE COMPANY WARRANTS, FOR A PERIOD OF THIRTY (30) DAYS AFTER PURCHASE, THAT THE SOFTWARE WILL OPERATE SUBSTANTIALLY IN ACCORDANCE WITH THE DOCUMENTATION. SHOULD THE SOFTWARE NOT SO OPERATE, YOUR EXCLUSIVE REMEDY, AND THE COMPANY'S SOLE OBLIGATION UNDER THIS WARRANTY, SHALL BE, AT THE COMPANY'S SOLE DISCRETION, CORRECTION OF THE DEFECT OR REFUND OF THE PURCHASE PRICE PAID FOR THE SOFTWARE. ANY USE BY YOU OF THE SOFTWARE IS AT YOUR OWN RISK. THIS LIMITED WARRANTY IS THE ONLY WARRANTY PROVIDED BY THE COMPANY REGARDING THE SOFTWARE. EXCEPT FOR THE LIMITED WARRANTY ABOVE, THE SOFTWARE IS PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET ANY REQUIREMENTS OR NEEDS YOU MAY HAVE, OR THAT THE SOFTWARE WILL OPERATE ERROR FREE, OR IN AN UNINTERRUPTED FASHION, OR THAT ANY DEFECTS OR ERRORS IN THE SOFTWARE WILL BE CORRECTED, OR THAT THE SOFTWARE IS COMPATIBLE WITH ANY PARTICULAR PLATFORM. SOME JURISDICTIONS DO NOT ALLOW THE WAIVER OR EXCLUSION OF IMPLIED WARRANTIES SO THEY MAY NOT APPLY TO YOU. 7. Limitation of Liability IN NO EVENT WILL THE COMPANY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, OR FOR ANY CLAIM BY ANY OTHER PARTY, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE COMPANY'S AGGREGATE LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION OR OTHERWISE SHALL NOT EXCEED THE AMOUNT OF THE LICENSE FEE PAID BY YOU FOR THE SOFTWARE AND DOCUMENTATION. BECAUSE SOME STATES/COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. 8. Export Restrictions THIS LICENSE AGREEMENT IS EXPRESSLY MADE SUBJECT TO ANY LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS ON THE EXPORT FROM THE FEDERATIVE REPUBLIC OF BRAZIL OF THE SOFTWARE OR INFORMATION ABOUT SUCH SOFTWARE WHICH MAY BE IMPOSED FROM TIME TO TIME BY THE GOVERNMENT OF APPLICABLE COUNTRIES. YOU SHALL NOT EXPORT THE SOFTWARE, DOCUMENTATION, OR INFORMATION ABOUT THE SOFTWARE AND DOCUMENTATION WITHOUT PRIOR WRITTEN CONSENT OF THE COMPANY AND COMPLIANCE WITH SUCH LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS. 9. Indemnification. You agree to defend, indemnify, and hold harmless the Company and its officers, employees, agents and representatives from any demand, claim, loss, liability or damage, including actual attorneys` fees, that it or any of them may incur by reason of or arising out of any claim that is made by any third party that is based in whole or in part upon any claim or allegation relating to the use of the Software by you (or your employees, agents or representatives, as applicable). 10. Term and Termination. The license granted hereunder shall be effective during the Trial Period. After the Trial Period, this License Agreement shall continue in effect only upon complete payment by you, and acceptance by the Company, of the applicable Fee (as set forth in Section 1 above). Upon payment of the Fee by you, this License Agreement will remain effective until it is terminated. You may terminate this License Agreement at any time by destroying or returning to the Company all copies of the Software and Documentation in your possession or under your control. The Company may terminate this License Agreement upon determination by the Company that you have violated any of the terms of this License Agreement. Upon notification of termination (which may be posted generally upon the Company's web site), you agree to destroy or return to the Company all copies of the Software and Documentation and to certify in writing that all known copies, including backup copies, have been destroyed. All provisions relating to confidentiality, proprietary rights, and non-disclosure shall survive the termination of this Software License Agreement. 11. General This License Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. You may not assign or transfer this License Agreement or any rights hereunder to any other person or entity without the prior written consent of the Company. This License Agreement shall be construed, interpreted and governed by the laws of the State of Sao Paulo, in Brazil without regard to conflicts of law provisions thereof. The exclusive forum for any disputes arising out of or relating to this License Agreement shall be an appropriate court sitting in Sao Paulo, Sao Paulo, Brazil. This License Agreement shall constitute the entire Agreement between the parties hereto. Any waiver or modification of this License Agreement shall only be effective if it is in writing and signed by both parties hereto. If any part of this License Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of this License Agreement shall be interpreted so as to reasonably effect the intention of the parties.