Impro Technologies (Pty) Ltd - SOFTWARE LICENCE AGREEMENT

READ AND ACCEPT THE TERMS AND CONDITIONS OF THIS LICENCE AGREEMENT BEFORE PROCEEDING WITH THE DOWNLOAD AND INSTALLATION OF THIS COMPUTER SOFTWARE AND THE ACCOMPANYING USER DOCUMENTATION (THE "PROGRAM"). SHOULD YOU DECIDE TO PROCEED WITH THE INSTALLATION, THEN YOU SHALL BE DEEMED TO HAVE ACCEPTED THESE TERMS AND CONDITIONS, AND YOU WILL BECOME A LICENSEE. THIS LICENCE AGREEMENT REPRESENTS THE ENTIRE AGREEMENT CONCERNING THE PROGRAM BETWEEN YOU AND THE LICENSOR, AND IT SUPERSEDES ANY PRIOR PROPOSAL, REPRESENTATION OR UNDERSTANDING BETWEEN THE PARTIES. IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS LICENCE AGREEMENT, YOU SHOULD ABORT THE INSTALLATION AND TERMINATE THE INSTALL PROGRAM IMMEDIATELY. IMPRO TECHNOLOGIES (PTY) LTD IS THE LICENSOR.

1.LICENCE GRANT

THE LICENSOR hereby grants you, and you accept, a non exclusive licence to use the Program CD ROM and the computer software contained therein, collectively referred to as the Software (in object-code-only), and the accompanying User documentation, only as authorised in this Licence Agreement. The Software may be used only on a single computer owned, leased, or otherwise controlled by you; or in the event of the inoperability of that computer, on a backup computer selected by you. Concurrent use on two or more computers is not authorised without the advance written consent of THE LICENSOR, and the payment of additional licence fees. You further agree that you will not assign, sublicense, transfer, pledge, lease, rent, or share your rights under this Licence agreement, nor copy (other than for backup reasons), reproduce, translate, adapt, vary, modify, disassemble, de-compile, reverse engineer, resell, lend or loan the product accepted under this LICENCE agreement.

2.LICENSOR RIGHTS

You acknowledge and agree that the Program consists of proprietary, unpublished products of THE LICENSOR, protected under Copyright Law and Trade Secret laws of general applicability. You further acknowledge and agree that all right, title, and interest in and to the Program are and shall remain with THE LICENSOR, as are all trademarks, copyright and intellectual property associated in any way with the software. This LICENCE Agreement does not convey to you an interest in or to the Program, but only a limited right of use revocable in accordance with the terms of this LICENCE Agreement.

3.LICENCE FEES

The Licence fees paid by you are paid in consideration of the licences granted under this Licence Agreement.

4.LIMITED WARRANTY

THE LICENSOR warrants, for your benefit alone, that the download, program diskettes or CD ROM on which the computer software is written, and the user's manual shall, for a period of 90 days from the date of commencement of this Licence Agreement (referred to as the warranty period), be free from defects in material and workmanship. THE LICENSOR warrants to the Licensee that for a period of 90 days from commencement of this LICENCE, that the software will be free of defects in material and workmanship and will operate substantially in accordance with the functional specifications in the User Manual. This warrantee is in substitution for the Licensee's rights under common law, statute law, codified law and subordinate legislation or any other regulations. The Licensee shall be deemed to have waived and abandoned any right which it has or may acquire against THE LICENSOR from whatever cause arising including without limitation any right to any implied warrantee of merchantability or fitness for any purpose.

Should the software be defective at any time in the 90 day period the Licensee shall inform THE LICENSOR of the defect within 7 days of discovering the defect, failing which THE LICENSOR shall have no obligation to the Licensee under any conditions. THE LICENSOR records that the software is not necessarily free of error. Risk in error shall lie with the Licensee.

5.LIMITATION OF LIABILITY

In no circumstance will THE LICENSORS liability to the Licensee (whether arising from a single cause or several causes) exceed a sum equal to the LICENCE fee which the Licensee paid for the software. In no event shall THE LICENSOR be liable for any indirect, incidental, consequential, special or exemplary damages or lost profits, even if they had been advised of the possibility of such damages.

6.HIGH RISK ACTIVITIES

The software is not fault-tolerant and is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Program or software could lead directly to death, personal injury, or severe physical or environmental damage ("High Risk Activities"), or to the loss of or damage to assets of high value including cash and other negotiable instruments and valuables. THE LICENSOR specifically disclaims any express or implied warranty of fitness for High Risk Activities.

7.GOVERNING LAW

This Licence Agreement shall be construed and governed in accordance with the laws of Republic of South Africa.

8.COSTS OF LITIGATION

If any action is brought by either party to this LICENCE Agreement against the other party regarding the subject matter hereof, the successful party shall be entitled to recover, in addition to any other relief granted, reasonable attorney fees and expenses.

9.SEVERABILITY

Should any item of the Licence Agreement be declared void or unenforceable to any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof.

10.NO WAIVER

The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.

11.USE WITH 3RD PARTY EQUIPMENT

The use of this Program with any other 3rd party equipment, for example, a card printer, is undertaken at the client's own risk. THE LICENSOR will not accept liability for any damage to such equipment caused by incompatibilities or any other reason whatsoever.

12.BREACH

Should the Licensee breach this LICENCE then THE LICENSOR shall be entitled to terminate this LICENCE summarily by notice to the Licensee. Upon termination, the Licensee shall destroy the software or deliver it to THE LICENSOR.