IMPORTANT: Read before using this product.

YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THIS SOFTWARE PRODUCT, THE USE OF WHICH LICENSED BY CROSSWIND TECHNOLOGIES, LLC. TO ITS CUSTOMERS FOR THEIR USE ONLY AS SET FORTH BELOW. USING ANY PART OF THE SOFTWARE INDICATES THAT YOU ACCEPT THESE TERMS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, RETURN THE ENTIRE PACKAGE AND ITS CONTENTS TO CROSSWIND TECHNOLOGIES, LLC. OR TO THE LOCATION WHERE YOU OBTAINED THE SOFTWARE.

1. Evaluation License. The demonstration kit of the Synchronize Software (hereinafter "Software") provided by CrossWind Technologies,LLC. ("CrossWind") contains (i) instructions for downloading the Software from CrossWind’s FTP Server or a copy of the Software in object code form, (ii) a license key which will provide the number of authorized users access to the Software, and which will deactivate the Software upon expiration of the period authorized by CrossWind for the evaluation of the Software (the "Evaluation Period"), and (iii) one (1) copy of the relevant documentation. CrossWind grants to you a non-transferable and non-exclusive license during the Evaluation Period: (i) to load the Software onto network-based server(s) and to allow access to the Software loaded on such server(s) by the number of users authorized by CrossWind; (ii) to load the Software onto desktop or portable computers; and (iii) to use the object code form of the Software (as permitted in (i) and (ii) above) solely for the purpose of internal use and evaluation. You acknowledge that the Software is provided with a license key that will automatically deactivate the Software at the expiration of the Evaluation Period, and thus that you will be solely responsible for taking all measures necessary to preclude any loss of data or other losses that might result from such automatic deactivation. You agree that you may not distribute the Software to any third party or copy and/or distribute the documentation accompanying the Software. Additional copies of documentation are available from CrossWind at CrossWind’s current list price.

2. Proprietary Rights. You acknowledge that no title to the intellectual property in the Software is transferred to you under the terms of this license. You further acknowledge that title and full ownership rights to the Software will remain the exclusive property of CrossWind or its suppliers, and that you will not acquire any rights to the Software except under the license as expressly set forth herein.

3. No Reverse Engineering. You shall not, under any circumstances, reverse engineer, reverse compile, or disassemble the object code form of the Software, in whole or in part, nor shall you use any mechanical, electronic, or other method to trace, decompile, disassemble, or identify the source code of the Software or encourage others to do so.

4. Term and Termination.

4.1 Term. This Agreement commences upon the Effective Date and will continue for the Evaluation Period unless extended in writing by CrossWind or earlier terminated as provided herein. Upon termination of this Agreement, you may obtain a license to the Software by entering into CrossWind’s then current standard form of end user license agreement.

4.2 Termination for Cause. You or CrossWind may terminate this Agreement upon three (3) days written notice of a material breach of this Agreement if such breach is not cured within such three (3) day period; provided, however, that any willful unauthorized use, copying, disclosure, distribution, or sublicensing of the Software or documentation or any related methods, algorithms, techniques, or processes will be deemed a material breach of this Agreement that cannot be cured.

5. Survival. Paragraphs 2 ("Proprietary Rights"), 3 ("No Reverse Engineering"), 6 ("No Warranty"), 7 ("No Liability for Consequential Damages") and 8 ("General") shall survive any termination or expiration of this Agreement.

6. No Warranty. YOU ACKNOWLEDGE THAT THE SOFTWARE, DOCUMENTATION AND DISKETTES PROVIDED TO YOU UNDER THIS AGREEMENT ARE PROVIDED ON AN "AS IS" BASIS. CROSSWIND DISCLAIMS ANY AND ALL WARRANTIES RELATING TO THE SOFTWARE, DOCUMENTATION AND DISKETTES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Some states do not allow the exclusion of implied warranties or limitations, or restrictions on how long an implied warranty may last. If such disclaimer is not permitted by law, the duration of any such implied warranties is limited to thirty (30) days after initial delivery to you.

7. No Liability for Consequential Damages. IN NO EVENT SHALL CROSSWIND BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND ARISING OUT OF THE USE OF THE SOFTWARE, DOCUMENTATION OR DISKETTES, EVEN IF CROSSWIND HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL CROSSWIND’S LIABILITY FOR ANY CLAIM, WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, EXCEED THE CUMULATIVE AMOUNT OF THE LICENSE FEE PAID BY YOU FOR THIS EVALUATION LICENSE. Some states do not allow the exclusion or limitation of incidental or consequential damages so this exclusion may not apply to you.

8. General.

8.1 Export. You agree that you will not export or re-export the Software or documentation without the appropriate United States or foreign government licenses.

8.2 U.S. Government Rights. The Software and supporting documentation are commercial computer software and commercial computer software documentation. In accordance with 48 C.F.R. 12.212 or 48 C.F.R. 227.7202, as applicable, use, duplication, or disclosure by the Government is subject to restrictions as set forth in this Agreement. Unpublished - rights reserved under the copyright laws of the United States. Manufacturer: CrossWind Technologies, LLC., 835 Fern Ridge Rd., Felton CA, 95018.

8.3 Waiver. The failure of either party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself.

8.4 Severability. In the event of invalidity of any provision of this Agreement, the parties agree that such invalidity shall not affect the validity of the remaining portions of this Agreement.

8.5 Governing Law. This Agreement will be governed by the laws of the State of California without application of California conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed.

8.6 No Agency. Nothing contained herein shall be construed as creating any agency, partnership, or other form of joint enterprise between the parties.

8.7 Assignment. You may not assign this Agreement without CrossWind’s prior written consent, which consent shall be in CrossWind’s sole discretion.