This is an Agreement between, Alyuda Research ("Alyuda"), owner of the Tradecision ("Software"), and you ("Licensee"), for the purpose of specifying the conditions under which Licensee will use the Software.

Important Notice

As part of the purchase process, you agree to accept the terms of this Agreement. This Agreement is a legal contract which specifies the terms of the license and warranty limitation between you and Alyuda for the Tradecision software and related documentation. You should carefully read the following terms and conditions before installing or using the Software. Unless you have entered into a separate written license agreement with Alyuda providing otherwise, installation or use of the Software indicates your agreement to be bound by these terms and conditions. If you do not agree to these terms, do not attempt to install or use the Software.

Grant of License

Alyuda hereby grants you a nonexclusive license to install and use the Software by a single individual.

The License is subject to the following restrictions. You may only:

• install and use one copy of the Software on a single computer. You may also make a second copy of the Software, and install and use it on a home or portable computer used exclusively by you.
• make one backup copy of the Software, provided your backup copy is not installed or used on any computer.

In addition, you shall not, nor permit any party to: (i) use the Software for the benefit of any third party, including without limitation, in an outsourcing or timesharing arrangement, or in the operation of a service bureau; (ii) sell, lease, loan, sublicense, distribute, or otherwise transfer the Software to any person, firm, or entity. Portions of the Software may not be used independently of the Software; (iii) reverse engineer, disassemble, decompile, or translate the Software, or otherwise attempt to derive the source code of the Software; (iv) reproduce, distribute, publicly perform or publicly display the Software except as expressly permitted above, and you may not create derivative works of the Software.

Upgrades

If the Software and related documentation are provided as an upgrade to an earlier licensed release of the Software, then you must have a valid license to operate such earlier release of the same version and edition as the upgrade to install or use the upgrade. All software being upgraded is deemed to be part of the Software and is subject to this Agreement.

Copyright

The Software is owned by Neo Digital, Inc. and is protected by copyright laws and international treaty provisions, as well as other intellectual property laws and treaties. You shall treat the Software like any copyrighted material. Tradecision is the Intellectual Property of Alyuda.

No Additional Rights or Licenses

You acknowledge and agree that except for the rights granted in this Agreement, all other rights, and all title and interest in and to the Software (as an independent work and as an underlying work serving as a basis for any application you may develop) and related documentation remain the sole and exclusive property of Alyuda, and that you will not derive or assert any title or interest in or to the Software or related documentation. Without limiting the generality of the foregoing, you do not receive any rights to any patents, copyrights, trademarks rights to the Software or related documentation. This Agreement does not authorize you to use Alyuda's name or any of its trademarks.

Term and Termination

The license granted for the Tradecision software will continue until it is terminated. Alyuda may terminate any license granted herein if you fail to comply with the terms of this Agreement. Upon the termination of a license for any reason, you must promptly return to Alyuda or destroy all copies of the Software and related documentation covered by the license.

Warranty and Remedies

ALYUDA PROVIDES NO REMEDIES OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, FOR THE SOFTWARE. THE SOFTWARE AND DOCUMENTATION ARE PROVIDED "AS IS."

THESE REMEDIES ARE THE SOLE AND EXCLUSIVE REMEDIES AVAILABLE TO YOU FOR BREACH OF EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE SOFTWARE AND RELATED DOCUMENTATION.

THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF NON- INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. By way of example, without limitation, Alyuda provides no warranties of any kind to any end-users accessing or otherwise using applications developed or otherwise obtained by you.

The warranties do not cover damage or defects caused by or related to misuse, accident, negligence or misapplication. Because programs such as this are inherently complex, Alyuda does not warrant that the Software is error-free or will operate without interruption. Furthermore, Alyuda does not warrant that the Software will work with any given database, network or network application.

You acknowledge that due to the complexity of the Software, it is possible that use of the Software could lead to the unintentional loss or corruption of data. You assume all risks of such data loss or corruption; the warranties provided in this Agreement do not cover any damages or losses resulting from data loss or corruption.

Limitation on Liability

IN NO CASE SHALL ALYUDA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSS, INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, WHETHER SUCH DAMAGES ARE BASED UPON A BREACH OF EXPRESS OR IMPLIED WARRANTIES, BREACH OF CONTRACT, NEGLIGENCE, STRICT TORT, OR ANY OTHER LEGAL THEORY. THIS IS TRUE EVEN IF ALYUDA IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Miscellaneous

This Agreement is the complete agreement between you and Alyuda concerning the Software and related documentation. The failure or delay of Alyuda to exercise any of its rights under this Agreement or upon any breach of this Agreement shall not be deemed a waiver of those rights or of the breach.