License Agreement for Use of VIRTEL Starter Edition 1. Notice BEFORE DOWNLOADING THE VIRTEL STARTER EDITION SOFTWARE, READ CAREFULLY THE INFORMATION CONTAINED IN THIS DOCUMENT. SysperTec is the owner of a software package called VIRTEL Starter Edition, hereinafter referred to as "the Software". Whereas the Licensee desires to use the Software. This license defines the conditions of use and the limitations under which SysperTec grants the Licensee a non-transferable non-exclusive personal-use license to use the Software, excluding all exploitation rights of any kind. This license also sets out the limitations of SysperTec's warranty and responsibility related to use of the software. The acceptance by the Licensee of this license is indicated not by a written signature, but via the web site www.syspertec.com accessible on line by a system of double click. During the course of the connection, to validate the signature, the internaut must check the "I accept" box, fill in the subscription form, and double click positively on the "Confirm and send" button. Your acceptance binds you and your company, whatever your level of responsibility within the company, to respect the conditions of this license. If you disagree with any of the clauses of this license, you must not install the Software and you are not authorized to use it. 2. Definitions The terms listed below have the following meaning: -"Licensee" means the person or corporation acting in his or her professional capacity who has signed this license; -"positive double click": the click is the electronic manifestation of "yes" or of acceptance. The click indicates the Licensee's agreement and a second click indicates confirmation of the Licensee's agreement; "The Software" means the VIRTEL Starter Edition software package described on the internet site www.syspertec.com; "Documentation" means the user documentation automatically downloaded with the VIRTEL Starter Edition software from the site www.syspertec.com. 3. Term This license takes effect on the date when the Licensee accepts the conditions of this license by means of the positive double click system. The license to use the Software is granted for the period under which software is legally protected by current and future intellectual property laws. 4. Installation of the Software The Software is downloadable from the site www.syspertec.com. The Software is to be installed and used on the hardware and/or operating systems defined on the site www.syspertec.com. 5. Disclaimer The Software is a standard product and is not designed to meet the specific requirements of the Licensee. It is therefore the responsibility of the Licensee to ensure that the Software is suitable for his or her purposes, particularly on the basis of the information supplied in the Documentation and that he or she has the skills and appropriate means available to use it. In any case, the implementation of the Software by the Licensee is under his or her sole control, direction, and responsibility. For this purpose, the Licensee must verify, according to the customs and practices of his profession, the results obtained by using the Software in an environment dedicated to this purpose, and, if necessary, by using an implementation methodology recommended by SysperTec in the Documentation. Under this License SysperTec does not provide support, maintenance, training, or assistance in installing and using the Software. 6. Grant of License SysperTec grants the Licensee a non-exclusive right to use the Software. The Software can be installed by the Licensee on one or more workstations within his or her company as required. The Software will be used for its intended purpose in accordance with the specifications and restrictions contained in the Documentation accompanying the Software. All usage not expressly authorized by SysperTec under this License is prohibited, including but not limited to: - reproduction or transfer, by any means, of the Software and/or the associated Documentation; - marketing, distributing, or selling the Software and/or the associated Documentation, with or without charge; - any usage of the Software and/or the associated Documentation, in any form, for the purpose of designing, developing, distributing, or marketing a similar or substitute software product; - adaptation, modification, transformation, or rearrangement of the Software and/or the associated Documentation, for any reason, including but not limited to the creation of a derivative or new software product; - any transcription, direct or indirect, or translation into other languages of the Software and/or the associated Documentation, including but not limited to any modification, even partial, for the purpose of using it with another software product; - any usage for processing not authorized by SysperTec. This license is granted for the sole use of the Licensee. 7. Intellectual Property SysperTec is the copyright owner of the Software and its Documentation. All copyrights, trademarks, trade names, logos, patents, industrial designs or other intellectual property rights or distinctive markings which appear on or are related to the Software and/or the Documentation, remain the sole, complete, and entire property of SysperTec. The authorization for use granted by SysperTec to the Licensee does not confer any transfer of intellectual property to the Licensee. The Licensee must not, directly or indirectly, cause harm to the rights of SysperTec or any third party to any distinctive markings. For this reason the Licensee is prohibited from altering, removing, covering, defacing, or moving in whole or in part by whatever means any distinctive markings, including but not limited to marks in the computer programs, the media, the packaging, the Documentation, and the various ownership and copyright notices which appear on the screens and in the Documentation. 8. Price This license is granted free of charge. 9. SysperTec Warranties As this license is granted free of charge, no warranty of any kind is provided to the Licensee. The Licensee is also informed that the Software, like all software, may contain bugs and defects. The Licensee recognizes that the Software is provided as-is, without any warranty as to its use, its functionality, and/or its performance. Furthermore, SysperTec makes no warranties regarding the fitness of the Software for the requirements of the Licensee, nor its compatibility with the Licensees hardware. 10. Responsibility The Licensee recognizes that the he or she uses the Software at his or her own risk and under his or her exclusive responsibility and that SysperTec will not be liable for direct or indirect damages resulting from the use of the Software. Indirect damages include loss of profits, turnover, margins, or incomes; loss of orders, customers, production, or sales; damage to brand reputation; third-party action or expected results. 11. Confidentiality The Licensee acknowledges having been informed of the confidential nature of all information which may come to his or her notice during the course of use of the Software, whether contained within, relating to, or implemented by the Software. The Licensee acknowledges that this confidential nature applies to all information received, in whatever form and on whatever media, whether transmitted orally or in writing, and that such information has been provided to the Licensee for the exclusive purpose of evaluating and using the Software within the limited scope as defined by the site www.syspertec.com. 12. Termination of License On termination of this license for whatever reason, access to the Software is deactivated. The Licensee must immediately cease using the Software and the Documentation. Furthermore, the Licensee must deinstall the Software and render it inaccessible to all workstations, and must destroy all works which were created using the Software or which contain the Software. 13. Sublicensing The Licensee is prohibited from sublicensing the Software, in whole or in part, to anyone else. Furthermore the Licensee cannot assign, even without charge, the right to use the Software, in whole or in part, to a third party, except with the previous express written agreement of SysperTec. In case of agreement given by SysperTec, both the third party and the terms of the sub-license contract must be expressly approved in writing by SysperTec in advance. 14. Miscellaneous Arrangements Toleration by one of the parties of a situation does not grant the other party any rights. Furthermore such toleration is not to be interpreted as renunciation of the right to enforce the terms of the contract. In case of difficulty of interpretation resulting from a contradiction between any of the titles used as headings to the clauses and the clause itself, the titles will be disregarded. If one or more stipulations in this license are held to be invalid or are declared as invalid by applicable law or regulation or by the decision of a competent jurisdiction, the remaining stipulations remain in force. All of the obligations of the parties are contained in this license. 15. Applicable Law This contract is governed by French law. The merits and formal elements of this contract are also governed by French law, notwithstanding the place in which the fundamental or subsidiary obligations are performed. 16. Competence IN CASE OF DISPUTE, COMPETENCE IS EXPRESSLY ASSIGNED TO THE TRIBUNAL DE COMMERCE DE PARIS (PARIS BUSINESS COURT), notwithstanding the introduction of several third party defenders, even in the context of urgent proceedings or interim or fixed date proceedings. ) Alain Bensoussan 2007

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