LICENSE

Terms of Use.

Access.  By accessing or using the Product,  "you" represent that (i) you are
authorized to act on behalf of "customer" and have the authority to legally
bind customer to all of these Terms of Use, (ii) you have read these Terms of
Use, and (iii) customer shall comply with and be bound by these Terms of Use.
if you do not have authority to bind customer, or if you or customer do not
agree to the terms and conditions of these Terms of Use, you and customer may
not use the Product.

Purpose.  The Product is available to you for use solely for internal business
purposes for the sole purpose of evaluating the Product with regard to the
usability, desirability, functionality and compatibility of the Product.  You
may not use the Product in a production environment or otherwise use the
Product in any external or public-facing environment or manner.

Grant; Restrictions. Subject to the terms herein, Perfect Sense grants you a
world-wide, non-exclusive, non-transferable, royalty-free, limited right to
access and use the Product solely for internal business purposes on no more
than 25 machines or servers only (unless otherwise agreed in writing) during
the Evaluation Period (as defined below) for the Evaluation Purpose, at no
charge unless otherwise agreed in writing. Customer may not copy, modify,
disassemble, decompile or reverse engineer any portions of the Product, or
provide time sharing services or a service bureau to or for the benefit of any
third party. Customer agrees not to remove, deface or obscure Perfect Sense’s
copyright, trademark notices and/or proprietary notices on the Product and any
copies thereof. All rights not expressly granted herein are reserved by Perfect
Sense. Except for the limited rights and license granted to Customer herein,
Perfect Sense has and will retain all rights, title and interest in and to the
Product.

Term and Termination. The evaluation shall commence upon the first day you
access the Product and continue a period of thirty (30) days, unless otherwise
stipulated by Perfect Sense ("Evaluation Period"). Perfect Sense may terminate
your access to the Product and these Terms of Use immediately upon written
notice for any reason. Upon the termination or expiration of these Terms of Use
(i) you and customer will immediately cease use of the Product and will return
or securely destroy any Confidential, (ii) Customer’s rights hereunder will
immediately terminate and (iii) Perfect Sense will have no obligation or
liability to Customer in connection herewith.

Confidentiality. "Confidential Information" means, any non-public information,
data or knowledge of any kind and in any form and however disclosed, presented
or displayed, by Perfect Sense or any of its affiliates ("Discloser") to you or
customer (collectively, the "Recipient"), including the Product (and any
related documentation), computer programs, business information, trade-secrets,
methodology, know-how, marketing and other commercial/financial knowledge,
techniques, specifications, plans and other proprietary information.
Confidential Information shall not include information which the Recipient can
demonstrate: (a) is in or comes into the public domain without fault on the
part of the Recipient; (b) was lawfully known to it prior to its disclosure by
the Discloser; (c) is disclosed to the Recipient by a third party without
breaching of any duty of confidentiality; (d) was independently developed
without reference to the Confidential Information; (e) is made available to
third parties by Discloser without restriction on the disclosure of such
information; or (f) is approved by the Discloser for release in writing.
Recipient agrees not to use any Confidential Information except as expressly
granted herein. Unless expressly authorized by Discloser, Recipient will not
disclose or use any Confidential Information, other than to its employees and
consultants and agents which are not competitors of Discloser
("Representatives") who have a need-to-know for purposes of performing under
this Agreement and who are bound in writing by confidentiality obligations no
less restrictive than those contained in this Agreement. Recipient shall be
responsible for any breach of the confidentiality obligations by any of its
affiliates or Representatives. Recipient agrees that it will maintain
Discloser’s Confidential Information in strict confidence and will use at least
the same degree of care and discretion it uses to protect the confidentiality
of its own confidential, proprietary or trade secret information of similar
nature, but not less than a reasonable degree of care. Recipient agrees to
promptly notify Discloser in writing of any misuse or misappropriation of
Confidential Information which may come to its attention. If Recipient or any
of its Representatives receives a request or order for disclosure of
Confidential Information from any court, tribunal, government department or
agency or other official body or disclosure is otherwise required under
applicable law, to the extent legally permissible, it shall promptly notify
Discloser.

DISCLAIMER OF WARRANTIES. THE PRODUCT IS PROVIDED "AS IS," WITHOUT ANY WARRANTY
OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT
LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
TITLE, NON-INFRINGEMENT OR NON-MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS
OF A THIRD PARTY, CUSTOM, TRADE, QUIET ENJOYMENT, ACCURACY OF INFORMATION,
CONTENT OR RESULTS, OR CONDITIONS ARISING UNDER ANY OTHER LEGAL REQUIREMENT.
PERFECT SENSE DOES NOT WARRANT THAT THE PRODUCT WILL BE ACCURATE, CURRENT OR
COMPLETE, THAT THE PRODUCT WILL MEET CUSTOMER’S NEEDS OR EXPECTATIONS OR THAT
THE OPERATION OF THE PRODUCT WILL BE ERROR FREE OR UNINTERRUPTED. 

LIMITATION OF LIABILITY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, PERFECT
SENSE SHALL HAVE NO LIABILITY TO CUSTOMER FOR ANY CLAIMS UNDER THIS AGREEMENT,
HOWEVER CAUSED AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT
(INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, WITH RESPECT TO THE
PRODUCTS AND/OR ANY ACCOMPANYING WRITTEN MATERIALS AND/OR CUSTOMER’S USE
THEREOF, INCLUDING LOSS OF GOODWILL, REPUTATIONAL DAMAGES, BUSINESS
INTERRUPTION, LOST DATA, OR DAMAGES TO CUSTOMER IN ANY WAY. TO THE EXTENT
PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PERFECT SENSE HAVE ANY LIABILITY
FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR
CONSEQUENTIAL DAMAGES, EVEN IF PERFECT SENSE OR ANY RELATED PARTIES ARE ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS WILL APPLY
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.