JPRO(tm) Family of Test and Development Tools J1708 RP1210A-Compliant API Unlimited Run-Time Application License READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE OPENING THE PACKAGE CONTAINING THE PROGRAM DISTRIBUTION MEDIA (DISKETTES or CD's), THE COMPUTER SOFTWARE THEREIN, AND THE ACCOMPANYING USER DOCUMENTATION (THE "PROGRAM"). THE PROGRAM IS COPYRIGHTED AND LICENSED (NOT SOLD). BY OPENING THE PACKAGE CONTAINING THE PROGRAM, YOU ARE ACCEPTING AND AGREEING TO THE TERMS OF THIS LICENSE AGREEMENT. IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT, YOU SHOULD PROMPTLY RETURN THE PACKAGE IN UNOPENED FORM, AND YOU WILL RECEIVE A REFUND OF YOUR MONEY. THIS LICENSE AGREEMENT REPRESENTS THE ENTIRE AGREEMENT CONCERNING THE PROGRAM BETWEEN YOU AND NOREGON SYSTEMS, INC. (REFERRED TO AS "LICENSOR"), AND IT SUPERSEDES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING BETWEEN THE PARTIES. 1. Corporate License Grant. Noregon hereby grants to purchaser (herein referred to as the "Client"), a non-exclusive license to distribute the Noregon JPRO(tm) J1708 API (collectively referred to as the "Software), for use with or as part of a Client's proprietary software applications. This license is for unlimited client applications that can be distributed to an unlimited number of computers. An application is defined as a software program used internally by Client or distributed to customers of Client and providing a specific function and/or containing specific functionality. Except as provided above, Client agrees to not assign, sublicense, transfer, pledge, lease, rent, or share the J1708 API "Software" under this License Agreement. Client agrees to not reverse assemble, reverse compile, or otherwise translate the Software. 2. Noregon's Rights. Client acknowledges and agrees that the Software and the documentation are proprietary products of Noregon and are protected under U.S. copyright law. Client further acknowledges and agrees that all right, title, and interest in and to the Software, including associated intellectual property rights, are and shall remain with Noregon. This License Agreement does not convey to Client an interest in or to the Software, but only a limited right of use revocable in accordance with the terms of this License Agreement. 3. License Fees. The license fees paid by Client are paid in consideration of the licenses granted under this License Agreement. 4. Term. This License Agreement shall continue until terminated by either party. Client may terminate this License Agreement at any time. Noregon may terminate this License Agreement only in the event of a material breach by Client of any term hereof, provided that such shall take effect 60 days after receipt of a written notice from Noregon of such termination and further provided that such written notice allows 60 days for Client to cure such breach and thereby avoid termination. Upon termination of this License Agreement, all rights granted to Client will terminate and revert to Noregon. Promptly upon termination of this Agreement for any reason or upon discontinuance or abandonment of Client's possession or use of the Software, Client must return or destroy, as requested by Noregon, all copies of the Software in Client's possession, and all other materials pertaining to the Software (including all copies thereof). Client agrees to certify compliance with such restriction upon Noregon request. 5. Limited Warranty. Noregon warrants, for Client's benefit alone, for a period of 45 days (called the "Warranty Period") from the date of delivery of the software, that during this period the Software shall operate substantially in accordance with the functionality described in the User's Manual. If during the Warranty Period, a defect in the Software appears, Noregon will make all reasonable efforts to cure the defect, at no cost to the Client. Client agrees that the foregoing constitutes Client's sole and exclusive remedy for breach by Noregon of any warranties made under this Agreement. Noregon is not responsible for obsolescence of the Software that may result from changes in Client's requirements. The foregoing warranty shall apply only to the most current version of the Software issued from time to time by Noregon. Noregon assumes no responsibility for the use of superseded, outdated, or uncorrected versions of the Licensed Program. EXCEPT FOR THE WARRANTIES SET FORTH ABOVE, THE SOFTWARE, AND THE SOFTWARE CONTAINED THEREIN, ARE LICENSED "AS IS," AND NOREGON DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 6. Limitation of Liability. Noregon's cumulative liability to Client or any other party for any loss or damages resulting from any claims, demands, or actions arising out of or relating to this License Agreement shall not exceed the license fee paid to Noregon for the use of the Software. In no event shall Noregon be liable for any indirect, incidental, consequential, special, or exemplary damages or lost profits, even if Noregon has been advised of the possibility of such damages. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO CLIENT. 7. Governing Law. This License Agreement shall be construed and governed in accordance with the laws of the State of North Carolina. 8. Severability. Should any court of competent jurisdiction declare any term of this License Agreement void or unenforceable, such declaration shall have no effect on the remaining terms hereof. 9. No Waiver. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. 10. License Fee. Client agrees to pay a one-time fee for the JPRO(tm) J1708 API Unlimited Run-Time Application License.