## LICENSE AGREEMENT

### Your use of Beyond Compare is governed by the following Terms and Conditions:

### Acceptance of License Agreement

You should carefully read the following terms and conditions before using Beyond Compare 4 (the "Software"). Unless you have a different license agreement signed by Scooter Software, your use of this software indicates your agreement to these terms and conditions. If you do not accept all of these terms and conditions, you must cease using the Software immediately.

### Copyright

Customer acknowledges that the Software, License Key and accompanying user documentation ("Documentation") are copyrighted works owned by Scooter Software and that Customer has no rights in the foregoing except as expressly granted herein.

### Free 30-Day Trial

This is not free software. Scooter Software hereby grants you a non-exclusive, non-transferable, limited license to use the Software free of charge for a period of thirty (30) days. Use of the Software beyond the thirty-day (30-day) trial period requires the purchase of a License Key as described below. Use of the Software beyond the thirty-day (30-day) trial period without purchase of a License Key is a violation of U.S. and international copyright laws.

### License Key

A unique key that will allow you to use the Software beyond the thirty-day (30-day) free trial period ("License Key") may be purchased from the Scooter Software website, which is currently http://www.scootersoftware.com. A License Key may be purchased for single or multiple users, all users at a named site, or an entire enterprise. A License Key is further categorized by feature set (Standard Edition or Pro Edition), and operating system platform (Windows Platform, Mac Platform, Linux Platform, or Multi Platform). A price list on the Scooter Software website details pricing for all license options. Upon purchase of a License Key, Scooter Software hereby grants you a non-exclusive, non-transferable license to use the Software with the applicable feature set on the applicable operating system platform as follows:
Per-User License Key: A Per-User License Key may be purchased for a specific quantity of users. Each user of the total quantity may be either (a) a person who has access to the Software on any number of computers, or (b) a computer on which the Software will be installed for use by any number of persons, one at a time, while physically present at the computer. Each person so licensed must be the Customer, an employee of the Customer, an employee of a Customer's subsidiary company, or a third party consultant retained by the Customer to perform information technology functions (each, a "Third Party") to use the Software solely for Customer's internal business operations and benefit, and for no other purpose whatsoever. Customer shall ensure that such Third Party complies with the terms of this License Agreement and will be responsible for any breach by such Third Party.
Site License Key: An unlimited user, single-location License Key may be used at Customer locations within a 100-mile radius of the site identified in the License Key (the "Site"), by any and all of Customer's employees while personally present at the Site. This license is likewise granted to Customer's employees who typically work at the Site, while performing Customer work at other locations such as client locations or home. Customer shall have the right to sublicense its rights under this License Agreement to third party consultants that it retains to perform information technology functions (each, an "Onsite Consultant"), while personally present at the Site to use the Software solely for Customer's internal business operations and benefit, and for no other purpose whatsoever. Customer shall ensure that such Onsite Consultant complies with the terms of this License Agreement and will be responsible for any breach by such Onsite Consultant.
Enterprise License Key: An enterprise-wide ("Enterprise") License Key may be used world-wide, by any and all of Customer's employees. Customer shall have the right to sublicense its rights under this License Agreement to third party consultants that it retains to perform information technology functions (each, an "Enterprise Consultant"), to use the Software solely for Customer's internal business operations and benefit, and for no other purpose whatsoever. Customer shall ensure that such Enterprise Consultant complies with the terms of this License Agreement and will be responsible for any breach by such Enterprise Consultant.

You shall be responsible for maintaining the License Key in a safe location and are specifically prohibited from distributing the License Key, intentionally or unintentionally, to any third party not authorized by this License Agreement. Upon loss or distribution of the License Key, Customer shall be required to pay a reinstatement fee at Scooter Software's discretion.

### Distribution of the Software

Provided that you do not copy or distribute the License Key, and you include a copy of this License Agreement, you may (a) make copies of the Software; (b) give exact, unmodified copies of the Software to anyone; and (c) distribute the Software in its unmodified form via electronic means. You are specifically prohibited from charging any fees for any such copies or distributions.

### Term and Termination

You may continue to use the Software for as long as you comply with the terms and conditions of this License Agreement. Scooter Software may terminate this License Agreement immediately upon notice to you in the event that Scooter Software has reason to believe you have breached this License Agreement. Upon termination, you shall immediately cease all use of the Software, License Key and Documentation and shall not be entitled to a refund of any fees paid.

### Warranties

Scooter Software warrants and represents that: (a) it has all right, title and interest in the Software, the right to enter into and provide the license rights granted by this Agreement, and is not party to and will not enter into any agreement, covenant or encumbrance that conflicts with this Agreement; (b) the Software does not, to the best of Scooter Software's knowledge, infringe upon or violate any patent, copyright, or trade secret or other proprietary right of any third party; (c) the advent of any date or year shall not adversely affect the performance of the Software; and (d) the Software is not contaminated by harmful code (e.g., self-propagating program instructions commonly called viruses, worms or Trojans).

### General Disclaimer

Except for the limited warranties set forth herein, THE SOFTWARE AND DOCUMENTATION ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SCOOTER SOFTWARE DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. ANY LIABILITY OF SCOOTER SOFTWARE WILL BE LIMITED EXCLUSIVELY TO REFUND OF THE PURCHASE PRICE.

### Miscellaneous Provisions

The validity and interpretation of this Agreement shall be governed by the laws of the United States of America and the State of Wisconsin. Customer agrees that the state and federal courts located in the State of Wisconsin, Dane County, shall be the appropriate site of venue for actions relating to this Agreement, and hereby consents to the exclusive jurisdiction and venue of such courts. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal or unenforceable, such provision or part thereof will be severed from the Agreement and the remaining provisions will remain in full force and effect.