END-USER LICENSE AGREEMENT FOR GATIQUE LIMITED SOFTWARE

IMPORTANT-READ CAREFULLY: This End User License Agreement (this "EULA") contains the terms and conditions regarding your use of the SOFTWARE (as defined below). This EULA contains material limitations to your rights in that regard. You should read this EULA carefully and treat it as valuable property.

I. THIS EULA

Software Covered by this EULA. This EULA governs your use of Gatique Limited software product(s) enclosed or otherwise accompanied herewith (individually and collectively, the "SOFTWARE"). The term "SOFTWARE" includes, to the extent0 provided by GATIQUE LIMITED: 1) any revisions, updates and/or upgrades thereto; 2) any data, image or executable files, databases, data engines, computer software, or similar items customarily used or distributed with computer software products; 3) anything in any form whatsoever intended to be used with or in conjunction with the SOFTWARE; and 4) any associated media, documentation (including physical, electronic and on-line) and printed materials (the "Documentation").

This EULA is a Legally Binding Agreement Between You and Gatique Limited. If you are acting as an agent of a company or another legal person, such as an officer or other employee acting for your employer, then "you" and "your" mean your principal, the entity or other legal person for whom you are acting. However, importantly, even if you are acting as an agent for another, you may still be personally liable for violation of federal and State laws, such as copyright infringement.

This EULA is a legally binding agreement between you and Gatique Limited. You intend to be legally bound to this EULA to the same extent as if Gatique Limited and you physically signed this EULA. By installing, copying, or otherwise using the SOFTWARE, you agree to be bound by the terms and conditions contained in this EULA. If you do not agree to all of the terms and conditions contained in this EULA, you may not install or use the SOFTWARE. If, for whatever reason, installation has begun or has been completed, you should cancel installation or un-install the SOFTWARE, as the case may be. (You may click on the "exit" button or its equivalent to immediately abort installation.) If you do not agree to all of these terms and conditions, then you must promptly return the SOFTWARE to the place of business from which you obtained it in accordance with any return policies of such place of business. Return policies may vary between or among resellers, and you must comply with your particular reseller's return policies as agreed at the point of purchase. If the place of business from which you purchased the SOFTWARE does not honor a complete refund for a period of thirty (30) days from the date of proof of purchase, then you may return the SOFTWARE directly to Gatique Limited for a period of thirty (30) days from the date of your purchase. The return must be postage-prepaid, and post-marked within thirty (30) days from the proof of purchase, time being of the essence. The return option to Gatique Limited is only available to the original purchaser.

GATIQUE LIMITED shall retain all right, title and interest in and to the licensed Source Code, and all GATIQUE LIMITED updates, modifications or enhancements thereof. Nothing herein shall be deemed to transfer any ownership or title rights in and to the licensed Source Code from GATIQUE LIMITED to you.

You may use the SOFTWARE to create Knowledge Bases on one Network Server only. To create or to operate Knowledge Bases in more than one Network Server, you must purchase one additional SOFTWARE license for each additional Network Server.

Updates/Upgrades; Subject to the terms and conditions of this EULA, the Licenses are perpetual. Updates and upgrades to the SOFTWARE may be provided by GATIQUE LIMITED from time-to-time, and, if so provided by GATIQUE LIMITED, are provided upon the terms and conditions offered at that time by GATIQUE LIMITED in its sole discretion. GATIQUE LIMITED may provide updates and upgrades to the SOFTWARE for free or for any charge, at any time or never, and through its chosen manner of access and distribution, all in GATIQUE LIMITED's sole and complete discretion.

Serial Number. Within the packaging of the SOFTWARE, a unique serial number (the "Serial Number") is included, which allows for the registration of the SOFTWARE. The Serial Number is subject to the restrictions set forth in this EULA and may not be disclosed or distributed either with your Developed Software or in any other way. The disclosure or distribution of the Serial Number shall constitute a breach of this EULA, the effect of which shall be the automatic termination and revocation of all the rights granted herein.

Evaluation Copy. If you are using an "evaluation copy" or similar version, specifically designated as such by GATIQUE LIMITED on its website or otherwise, then the Licenses are limited as follows: a) you are granted a license to use the SOFTWARE for a period of thirty (14) days counted from the day of installation (the "Evaluation Period"); b) upon completion of the Evaluation Period, you shall either i) delete the SOFTWARE from the computer containing the installation, or you may ii) contact GATIQUE LIMITED or one of its authorized dealers to purchase a license of the SOFTWARE, which is subject to the terms and limitations contained herein; and c) any Developed Software may not be distributed or used for any commercial purpose.

II. INTELLECTUAL PROPERTY

Copyright. You agree that all right, title, and interest in and to the SOFTWARE (including, but not limited to, any images, photographs, animations, video, audio, music, text, and “applets” incorporated into the SOFTWARE), and any copies of the SOFTWARE, and any copyrights and other intellectual properties therein or related thereto are owned exclusively by GATIQUE LIMITED, except to the limited extent that GATIQUE LIMITED may be the rightful license holder of certain third-party technologies incorporated into the SOFTWARE. The SOFTWARE is protected by copyright laws and international treaty provisions. The SOFTWARE is licensed to you, not sold to you. GATIQUE LIMITED reserves all rights not otherwise expressly and specifically granted to you in this EULA.

Backups. You may either: (a) copy the SOFTWARE solely for backup or archival purposes; or (b) install the SOFTWARE on a single computer, provided you keep the original solely for backup or archival purposes. Notwithstanding the foregoing, you may not copy the Documentation.

General Limitations. You may not reverse engineer, decompile, or disassemble the SOFTWARE, except and only to the extent that applicable law expressly permits such activity notwithstanding this limitation.

Software Transfers. You may not rent or lease the SOFTWARE. You may transfer the SOFTWARE to another computer, provided that it is completely removed from the computer from which it was transferred. You may permanently transfer all of your rights under the EULA, provided that you retain no copies, that you transfer all the SOFTWARE (including all component parts, the media and printed materials, any dates, upgrades, this EULA and, if applicable, the Certificate of Authenticity), and that the recipient agrees to the terms and conditions of this EULA as provided herein. If the SOFTWARE is an update or upgrade, any transfer must include all prior versions of the SOFTWARE.

Termination. Without prejudice to any other rights it may have, GATIQUE LIMITED may terminate this EULA and the Licenses if you fail to comply with the terms and conditions contained herein. In such an event, you must destroy all copies of the SOFTWARE and all of its component parts.

III. WARRANTIES AND REMEDIES

1. Limited Warranty. GATIQUE LIMITED warrants that the original media, if any, are free from defects for ninety (90) days from the date of delivery of the SOFTWARE. EXCEPT AS OTHERWISE PROVIDED IN THE PRECEDING SENTENCE, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GATIQUE LIMITED EXPRESSLY DISCLAIMS ANY WARRANTY FOR THE SOFTWARE, DOCUMENTATION AND ANYTHING ELSE PROVIDED BY GATIQUE LIMITED HEREBY AND GATIQUE LIMITED PROVIDES THE SAME IN “AS IS” CONDITION WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE AND DOCUMENTATION REMAINS WITH YOU. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS WHICH VARY FROM STATE TO STATE.

2. Limited Remedy. GATIQUE LIMITED's entire liability and your exclusive remedy under this EULA shall be, at GATIQUE LIMITED's sole option, either (a) return of the price paid for the SOFTWARE; (b) repair the SOFTWARE through updates distributed online or otherwise in GATIQUE LIMITED's discretion; or (c) replace the SOFTWARE with its reasonable, provided that you return the SOFTWARE in the same manner as provided in Section I.2 for return of the SOFTWARE for non-acceptance of this EULA. Any media for any repaired or replacement SOFTWARE will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. THESE REMEDIES ARE NOT AVAILABLE OUTSIDE OF THE UNITED KINGDOM. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GATIQUE LIMITED BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFIT, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF GATIQUE LIMITED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IN CERTAIN CASES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

IV. MISCELLANEOUS

This is the Entire Agreement. This EULA (including any addendum or amendment to this EULA included with the SOFTWARE) is the final, complete and exclusive statement of the entire agreement between you and GATIQUE LIMITED relating to the SOFTWARE. This EULA supersedes any prior and contemporaneous proposals, purchase orders, advertisements, and all other communications in relation to the subject matter of this EULA, whether oral or written. No terms or conditions, other than those contained in this EULA, and no other understanding or agreement which in any way modifies these terms and conditions, shall be binding upon the parties unless entered into in writing executed between the parties, or by other non-oral manner of agreement whereby the parties objectively and definitively act in a manner to be bound (such as by continuing with an installation of the SOFTWARE, "clicking-through" a questionnaire, etc.) Employees, agents and other representatives of GATIQUE LIMITED are not permitted to orally modify this EULA.

You Indemnify GATIQUE LIMITED. You agree to indemnify, hold harmless, and defend GATIQUE LIMITED and its suppliers and resellers from and against any and all claims or lawsuits, including attorney's fees, that arise or result from this EULA.

Interpretation of this EULA. If for any reason a court of competent jurisdiction finds any provision of this EULA, or any portion thereof, to be unenforceable, that provision of this EULA will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this EULA will continue in full force and effect. Formatives of defined terms shall have the same meaning of the defined term. Failure by either party to enforce any provision of this EULA will not be deemed a waiver of future enforcement of that or any other provision. Except as otherwise required or superseded by law, this EULA is governed by the laws of the United Kingdom, without regard to its conflict of laws principles. The parties consent to the personal jurisdiction and venue of the United Kingdom, and agree that any legal proceedings arising out of this EULA shall be conducted solely in the United Kingdom.