Binary Research International Inc Terms and Conditions

1. General Provisions; Definitions.

This document, (the "Contract") constitutes an offer by Binary Research International, Inc. ("BRI") to provide the Licensed Product (defined below) to customer to whom this offer is addressed ("Customer"). If this Contract is deemed an acceptance of a prior offer by Customer, such acceptance is limited to the express terms contained herein. Customer's acceptance of this offer is limited to the terms, covenants and conditions contained in this Contract. BRI objects to and rejects any additional, different or varying terms proposed by Customer, unless BRI expressly assents to such terms in writing. Such proposal of additional, different or varying terms by Customer shall not operate as a rejection of BRI's offer, and this offer by BRI's shall be deemed accepted without such additional, different or varying terms.

SUBJECT TO THE FOREGOING, THIS CONTRACT, INCLUDING ALL PURCHASE ORDERS FROM CUSTOMER ACCEPTED BY

BRI, CONSTITUTES THE FINAL EXPRESSION OF THE TERMS BETWEEN BRI AND CUSTOMER REGARDING THE LICENSED PRODUCT AND IS A COMPLETE AND EXCLUSIVE STATEMENT OF THOSE TERMS. ANY TERMS, CONDITIONS, NEGOTIATIONS OR UNDERSTANDINGS WHICH ARE NOT CONTAINED IN THIS CONTRACT SHALL HAVE NO FORCE OR EFFECT UNLESS MADE IN WRITING AND SIGNED BY BOTH BRI AND CUSTOMER.

Customer shall be deemed to have accepted this offer and agreed to this Contract upon the occurrence of the earliest of the following: (a) BRI's receipt of a copy of this Contract signed by Customer; (b) Customer's payment of any amounts due under this Contract; (c) BRI's delivery of the Licensed Product; (d) failure by Customer to notify BRI to the contrary within ten calendar days of receipt of this Contract or (e) any other event constituting acceptance under applicable law.

2. Customer's Use of the Licensed Product; Suitability.

Customer represents and warrants that it is an end user of the Licensed Product; meaning that it is purchasing a nontransferable, nonexclusive license in respect of the Licensed Software and/or Licensed Documentation for its own internal use, and not a reseller or distributor of software, and not a person or entity looking to use the Licensed Software for the purpose of copying, hiring, leasing or renting to another, or for any purpose which would contravene any applicable laws, regulations, restrictions, patents, copyrights or other intellectual property rights. Customer represents and warrants that the product is suitable to Customer's needs. "License" means the license issued in respect of the Licensed Software by the developer of the Licensed Software.

Any License acquired pursuant to this Contract is acquired only for Customer's use, and may not be sold or subdivided. "Licensed Software" means the software in the form of machine executable object code made available, independently or as part of the Licensed Product, by BRI. "Licensed Documentation" means documentation associated with the Licensed Software, including marketing material, trademarks, logos, letterheads, manuals or other documents supplied or permitted from time to time by BRI. "Licensed Product" means the Licensed Software and/or the Licensed Documentation identified below by name or the SKU codes appearing on BRI's website from time to time or as otherwise provided by BRI.

3. Purchase Order; Cancellations, Changes and Returns.

Customer may complete and submit to BRI purchase orders for the supply of the Licensed Product (each, a "Purchase Order"). BRI shall be under no obligation to supply the Licensed Product unless and until BRI accepts a Purchase Order. Customer may not modify or cancel a Purchase Order or any part thereof without BRI's prior written consent.

BRI reserves the right to change the price, terms of payment and delivery dates or to impose restocking or similar fees for any Licensed Product affected by any modification or cancellation to which it consents. All sales are final, and no returns of Licensed Product shall be accepted without BRI's prior written consent. Any such returns shall be on the terms specified in such consent, and may be subject to restocking or other similar fees.

4. Payment.

Following Customer's submission of a Purchase Order, Customer shall pay BRI the sum of the Price and all taxes, fees and costs, including but not limited to any use tax, sales tax, excise tax, value added tax, duty, freight costs, insurance, or any other tax, fee or charge of any nature whatsoever, including interest, imposed on, in connection with or measured by any transaction between BRI and Customer. Customer shall pay BRI the Price in U.S. dollars, if not immediately by credit or debit card, then within 15 calendar days of the date of BRI's invoice therefor. After such date any unpaid portion of the Price shall carry interest at the rate of 1.5% per month or part thereof, or, if lower, the highest rate allowed by applicable law.

"Price" means the price Customer shall pay BRI for the Licensed Product, as indicated on BRI's website from time to time or on a written price quotation provided by BRI specifically to Customer. BRI retains the right to change the Price of any Licensed Product without prior notice; provided, however, that written price quotations provided specifically to Customer will be honored for 15 calendar days following issuance. For the avoidance of doubt, price information that is generally available, including but not limited to that on BRI's website, shall not constitute such written price quotations.

5. Download and Key Number.

At BRI's discretion, BRI may allow Customer to download the Licensed Product if consistent with this Contract and any applicable License, and if Customer accepts and agrees to be bound by the terms of such License.

Subject to Customer's adherence to this Contract and the License, BRI shall supply Customer in a timely fashion such "key" or "key number" as may be required to "unlock" the supplied Licensed Software.

6. Physical Delivery; Delivery Dates; Delays; Claims.

If any part of the Licensed Product is to be physically delivered to Customer, BRI shall facilitate such delivery F.O.B. BRI's facility at Glendale, Wisconsin (the "Facility"). All risk of loss, damage or delay, shall pass from BRI to Customer upon such delivery. Partial shipments shall be permitted. All delivery dates are approximate. Delivery dates given by BRI are based on prompt receipt of all necessary information regarding the Purchase Order.

BRI will use reasonable efforts to meet such delivery dates, but does not guarantee to meet such dates. Failure by BRI to meet any delivery date does not constitute a cause for cancellation or for damages of any kind. Time for delivery shall not be of the essence. Claims for shortages or other errors must be made in writing to BRI within ten calendar days after BRI's delivery. Failure to give such notice shall constitute unqualified acceptance and a waiver of all such claims by Customer.

7. Breach By Customer.

In the event of a breach of this Contract or a License, BRI shall be entitled to recover and/or uninstall the Licensed Product through any means permitted by law.

8. Compliance With Laws.

Customer agrees to comply with all laws and regulations applicable to the purchase, transport, use, storage, sale, lease and/or disposal of the Licensed Product including, without limitation, to the extent applicable, the U.S. Export Administration Act and all regulations thereunder.

Customer represents and warrants that neither BRI's supply to Customer nor Customer's intended use of the Licensed Software or any part of the Licensed Product will contravene any such laws or regulations, and that Customer will promptly inform BRI of any such contravention of which Customer becomes aware.

9. Intellectual Property Rights.

Customer acknowledges and agrees that neither this Contract nor any License conveys upon Customer any right, title or interest in any copyright, patent, trademark or any other intellectual property rights in the Licensed Product or any improvements or modifications thereon and that Customer shall not disassemble, decompile, reverse engineer or translate the Licensed Product, nor shall

Customer knowingly permit a third party to do the same. By entering into this Contract, Customer accepts and agrees to the terms of each License, and understands that neither this Contract nor any License constitutes a sale of the Licensed Product or any copy thereof. Customer also acknowledges and agrees that the Licensed Product is protected by United States and international intellectual property laws.

10. Absence of Warranties by BRI; Disclaimer of Liability.

BRI MAKES NO WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE LICENSED PRODUCT. BRI DISCLAIMS AND EXCLUDES ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BRI DOES NOT GUARANTEE THAT THE LICENSED PRODUCT WILL BE FREE FROM ERRORS. IF THE DEVELOPER OF THE LICENSED PRODUCT OFFERS AN ASSIGNABLE WARRANTY, BRI SHALL ASSIGN SUCH WARRANTY TO CUSTOMER IF REASONABLY PRACTICABLE, BUT BRI DOES NOT ADOPT, GUARANTEE OR REPRESENT THAT THE DEVELOPER WILL COMPLY WITH ANY OF THE TERMS OF ANY SUCH WARRANTY. NO PERSON IS AUTHORIZED TO MAKE ON BEHALF OF BRI ANY WARRANTY OR REPRESENTATION CONCERNING THE PERFORMANCE OF THE LICENSED PRODUCT OR THE MEDIA ON WHICH THEY ARE SUPPLIED.

BRI SHALL NOT BE LIABLE TO CUSTOMER OR TO ANYONE CLAIMING UNDER CUSTOMER FOR ANY OBLIGATIONS OR LIABILITIES INCLUDING, BUT NOT LIMITED TO, OBLIGATIONS OR LIABILITIES ARISING OUT OF BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR OTHER TORT OR ANY THEORY OF STRICT LIABILITY, WITH RESPECT TO THE LICENSED PRODUCT OR BRI'S UNDERTAKINGS, ACTS OR OMISSIONS. BRI ASSUMES NO LIABILITY AS TO POSSIBLE INFRINGEMENTS OF PATENTS, COPYRIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS BY VIRTUE OF THE USE OF THE LICENSED PRODUCT IN COMBINATION WITH OTHER HARDWARE OR SOFTWARE. IN NO EVENT SHALL BRI BE LIABLE FOR LOST PROFITS, INCIDENTAL, COMPENSATORY, PUNITIVE, CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES, EVEN IF BRI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BRI SHALL NOT BE LIABLE FOR COMPENSATION OR DAMAGES IN EXCESS OF THE PRICE PAID TO BRI FOR THE LICENSED PRODUCT IN QUESTION.

11. Indemnification.

Customer agrees to promptly indemnify BRI and its affiliates from and against: (a) all amounts listed in section 4 above and (b) all actions, claims, damages, costs (legal and otherwise, including reasonable attorneys' fees), demands and expenses whatsoever arising from or related to the supply and/or delivery of the Licensed Product to Customer (except to the extent arising due to BRI's negligence or misconduct), the use of the Licensed Product by Customer, or the breach by Customer of this Contract or of any applicable laws, patent, copyright or other intellectual property right.

12. Termination.

BRI may immediately terminate this Contract if BRI's right to sell or license the Licensed Product is revoked, terminated or materially altered, if Customer fails to pay BRI any amount due under this Contract or any other agreement when such amount is due or if Customer breaches any provision of this Contract and does not cure the breach within ten calendar days of BRI's notice of breach to Customer.

11. Indemnification.

and expenses whatsoever arising from or related to the supply and/or delivery of the Licensed Product to Customer (except to the extent arising due to BRI's negligence or misconduct), the use of the Licensed Product by Customer, or the breach by Customer of this Contract or of any applicable laws, patent, copyright or other intellectual property right.

14. Dispute Resolution.

Disputes under this Contract shall be resolved by binding arbitration in accordance with the International Arbitration Rules of the American Arbitration Association; provided, however, that (a) this section shall not prevent BRI from injunctive or other relief in any court of competent jurisdiction and (b) BRI shall be entitled to pursue any claims for violations of section 9 of this Contract in any court of competent jurisdiction.

The place of arbitration will be Milwaukee, Wisconsin. Judgment on any award rendered by the arbitrator(s) may be entered by any court of competent jurisdiction. Customer acknowledges that any violation of section 9 of this Contract will result in irreparable injury to BRI and agrees that BRI shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, which rights shall be cumulative and nonexclusive and in addition to any other rights or remedies to which BRI may be entitled.

15. Miscellaneous.

This Contract may be assigned by BRI. Customer shall not sell, assign, delegate or otherwise transfer any of its rights or obligations under this Contract without BRI's prior written consent. Except with respect to Customer's payment obligations to BRI, neither party shall be liable for failure or delay in the performance of its obligations arising from circumstances outside its control. If any term of this Contract proves to be invalid or otherwise unenforceable at law, it shall be severed and replaced by the most proximate term (having regard to the spirit and intent of this Contract as a whole) which shall be valid and enforceable, and without affecting the remainder of this Contract, which shall remain in full force and effect.

Waiver of any right or remedy arising hereunder shall in no instance constitute waiver of the same or any similar right or remedy for the future. This Contract shall be governed by the internal laws of the State of Wisconsin and the Federal laws of the United States of America. The United Nations Convention on Contracts for the International Sale of Goods shall not be applicable to this Contract or sales or licenses hereunder. The English language version of this Contract shall govern over any translation. The provisions of sections 11, 13 and 14 of this Contract, any exclusions or limitations on BRI's warranty obligations and damages, and any other provisions the performance or effectiveness of which naturally survives shall survive expiration or termination of this Contract for any reason.