SONARGRAPH END-USER LICENSE CLICKWRAP AGREEMENT

Sonargraph version 9.0 and higher including all product variants like Sonargraph-Architect, Sonargraph-Developer, Sonargraph-Explorer, Sonargraph-Build and Sonargraph-Enterprise.

This End-User License Agreement ("EULA") is a legal agreement between the individual or entity (hereinafter "licensee") and hello2morrow GmbH, Germany (hereinafter LICENSOR) related to the software program(s) licensee has requested to download and license. This license agreement applies to the copy of the accompanying software program(s), (hereinafter SOFTWARE), identified in the title of this license agreement and all material (hereinafter MATERIAL) included with it. By installing, copying, or otherwise using this SOFTWARE, licensee agrees to be bound by the terms of this EULA. If licensee does not agree to the terms of this EULA, licensee may not install or use this SOFTWARE. This SOFTWARE is a proprietary product of LICENSOR and is protected under Copyright laws and international treaties. This SOFTWARE is licensed, not sold.

GRANT OF LICENSE:

Subject to the terms and conditions of this Agreement, LICENSOR grants the licensee a non-exclusive, non transferable, non assignable and potentially license-fee bearing right to use the SOFTWARE or components of it according to the kind of license it obtained:

· (a) If licensee has received a Sonargraph-Explorer license, the right to use the SOFTWARE is time-limited and explicitly bound to the user who has registered on LICENSOR's website and applied for that license.

· (b) If licensee has acquired a semi-floating user license (also known as flexible user license), the license is bound to the acquiring user and machine for time-period associated with the flexible user license, which is usually 30 days, but can vary.

Licensee is allowed to transfer the license to another user and/or computer whenever the time period of the semi-floating license ticket has expired.

· (c) If licensee has acquired a time-limited evaluation license, the licensee is allowed to share the license with other users that are involved in the evaluation process. Besides the SOFTWARE may be used only within the time-limited evaluation period and for the sole purpose of internally evaluating the SOFTWARE. Use for commercial purposes (like software-assessments or consulting) is forbidden.

· (d) If licensee has acquired a floating license (also known as total floating license), the license can be used by any user approved by the licensee. Here the limitation is the number of parallel uses. One floating license allows for one use at a given moment in time.

SOFTWARE is in "use" on a computer when it is loaded into RAM (i.e., temporary memory). The scope of functionality licensee is entitled to use of the SOFTWARE and the duration of the license is defined in the purchase order or contract. This Agreement will also govern any software upgrades provided by LICENSOR that replace and/or supplement the original SOFTWARE, unless such upgrades are accompanied by a separate license, in which case the terms of that license will govern.

SONARGRAPH EXPLORER LICENSE: the Sonargraph-Explorer license is free of charge and may be used for commercial and non-commercial software projects. When the time-limited license key expires the licensee may request a new license key for the Sonargraph-Explorer license on LICENSOR's website. However, LICENSOR reserves the right to discontinue or alter the service of the Sonargraph-Explorer license at any time and without any advance notice.

PROHIBITION OF USE OF THE SOFTWARE:

· Licensee must not use this SOFTWARE with a license key created for another user or without a valid license key.

· If licensee has received a license with a size restriction, Licensee must not apply this SOFTWARE to a set of program code which exceeds the size restriction of the given license.

· Licensee must not rent or lease this SOFTWARE to third parties.

· Licensee must not use an evaluation license for commercial purposes like e.g. consulting services.

· Licensee must not reverse-engineer, decompile, or disassemble this SOFTWARE.

· Licensee must not remove or obliterate any copyright, trademark or proprietary rights notices of LICENSOR or of LICENSOR's licensors from the SOFTWARE.

PROTECTION AND SECURITY:

Licensee acknowledges that the SOFTWARE contains valuable confidential information and trade secrets and that unauthorized use and/or copying and/or distribution are harmful to LICENSOR.

COPYRIGHT:

All rights, title and copy right in and to the SOFTWARE (including but not limited to any images, photographs, animations, video, audio, music, text and "applets" incorporated into the SOFTWARE), and any copies of the SOFTWARE, is owned by LICENSOR and is protected by Copyright laws and international treaty provisions.

TERMINATION:

This license is effective until terminated as follows. If the SOFTWARE licensed hereunder is only for time-limited use (e.g. as per definition in the purchase contract), then this agreement and all rights hereunder shall automatically terminate when the defined period of use expires. Unless LICENSOR receives full payment of the license fees or grants licensee a free license, this agreement will terminate within 30 days after the beginning of licensee's use of the SOFTWARE. Without prejudice

to any other rights, LICENSOR may terminate this agreement if licensee fails to comply with the terms and conditions of this EULA. But termination by the LICENSOR can only occur, after LICENSEE does not properly reply to a written warning notice by the LICENSOR within 30 days. This notice can be sent via email to the LICENSOR contact email address associated with the license contract. Once this agreement is terminated, licensee shall stop to use the SOFTWARE and shall destroy all copies of the SOFTWARE and all its component parts. The LICENSEE may terminate this license at any time by doing so.

LIMITED WARRANTY:

LICENSOR warrants that the media on which the SOFTWARE is delivered will be free from defects in materials or workmanship for a period of three hundred sixty-five (365) days from the date on which Licensee receives such media. If during the foregoing three hundred sixty-five (365) day warranty period the media on which the SOFTWARE is delivered proves to be defective, LICENSOR will replace such media and as Licensee's sole remedy for any breach of warranty hereunder. Licensee assumes full responsibility for:· (a) the selection of the SOFTWARE;

· (b) verifying the results obtained from the use of the SOFTWARE; and

· (c) taking appropriate measures to prevent loss of data.

Licensor does not warrant that the operation of the SOFTWARE will meet Licensee's requirements or

that Licensee will be able to achieve any particular results from use or modification of the SOFTWARE or that the SOFTWARE will operate free from error.

Warranty Disclaimer: EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, LICENSOR AND ITS RESELLERS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED AND STATUTORY INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. LICENSOR'S LIABILITY TO THE LICENSEE (IF ANY) FOR ACTUAL DIRECT DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED TO, AND IN NO EVENT SHALL EXCEED, THE AMOUNT ORIGINALLY PAID TO LICENSOR FOR THE LICENSE OF THE SOFTWARE. IN NO EVENT SHALL LICENSOR'S OR ITS DIRECTORS, OFFICERS, EMPLOYEES OR AFFILIATES TOTAL CUMULATIVE LIABILITY TO ANY USER OR OTHER PARTY UNDER THESE TERMS OF SERVICE OR OTHERWISE EXCEED THE

AMOUNT ORIGINALLY PAID TO LICENSOR FOR THE LICENSE.

CUSTOMER REMEDIES:

LICENSOR's entire liability and the licensee's exclusive remedy under this EULA shall be, at LICENSOR's option, either

1. return of the license fees paid, or

2. repair or replacement of the SOFTWARE.

LIABILITY FOR CONSEQUENTIAL DAMAGES:

Licensee fully understands and agrees that LICENSOR shall not in any circumstances be liable for any damages whatsoever (including, without limitation, damages for loss of business, business interruption, loss of business information, confidential information or other direct, indirect or consequential loss) arising out of the use or inability to use or supply or non-supply of the SOFTWARE and any other accompanying written materials.

THIRD-PARTY LICENSES:

Certain files, programs and other materials distributed as external libraries in connection with the SOFTWARE may originate from third-party licensors and are licensed to licensee pursuant to theterms and conditions of the applicable licenses. In the documentation directory of the installed SOFTWARE a list is provided with all distributed third-party licensed libraries and their respective license terms and conditions. If licensee intends to use these third-party licensed libraries in a different way than granted in the sections above then licensee agrees to carefully review and abide by the terms and conditions of the third-party licenses to the extent that they govern such files, programs or other materials. Notwithstanding the foregoing, as between the LICENSOR and licensee, to the maximum extent permitted by applicable law and if not prohibited by any such third-party license, all such third-party files, programs or other materials shall be deemed covered under sections "LIMITED WARRANTY" and "LIABILITY FOR CONSEQUENTIAL DAMAGES" and "GENERAL" of this agreement.

GENERAL:

This Agreement supersedes all prior agreements between the parties and represents the complete and exclusive description of the license granted by LICENSOR to the end user of the SOFTWARE. Licensee also agrees that this Agreement is governed by German Laws. Each of the parties hereto irrevocably agrees to submit to the jurisdiction of the courts of Germany and further agrees to commence any litigation, which may arise hereunder in the courts located in the judicial jurisdiction of Munich, Germany.

Should you have any questions concerning this agreement, please contact us at the following address:

hello2morrow GmbH

Karlsplatz 3

80335 München

Germany

Email: info@hello2morrow.com

www.hello2morrow.com