IMPORTANT NOTICE: This Standard End User License Agreement is a contract, and by installing and using this software and/or signing a SWsoft Product Order, you indicate your acceptance of all terms and conditions of this Agreement.

This End User License Agreement (the "Agreement, " which term shall include the applicable SWsoft Product Order(s) signed by Licensee, is entered into by and between SWsoft Inc. ("SWsoft") and you ("Licensee").

"Software" means all SWsoft software products in object code format, and/or Related Materials provided by SWsoft and described in the Product Order signed by Licensee.

"Related Materials" means any and all materials provided by SWsoft in connection with the Software, including without limitation, operating instructions, user manuals, and performance information, in whatever form.

"Activation Key" means the encryption decoding key (code/ string of characters) purchased by Licensee from SWsoft to enable use of the Software.

Subject to the terms and conditions of this Agreement SWsoft grants to Licensee the non-exclusive, non-transferable right to install and use the Software only as set forth herein.

1. Use the Software only in accordance with the applicable user documentation provided by SWsoft and only on computers containing a valid Evaluation Activation Key or a permanent Activation Key provided in accordance with a signed Product Order received by SWsoft or its designee.
2. Make a single copy of the Software for backup purposes only, provided that any copyright and other proprietary rights notices of SWsoft are reproduced on all such copies.

1. Rent, lease, sell, sub-license, grant any right in or to, reverse engineer, decompile, modify, translate, disassemble or create derivative works based on the Software, Activation Code or any Related Materials.
2. Remove any proprietary notices, labels or marks on the Software and Related Materials.
3. Make any copies (except for backup purposes) of the Software, Activation Key or Related Materials, in whole or in part, without the prior written authorization of SWsoft, or the purchase of additional Activation Keys.
4. Use the Software on any computer systems not containing a purchased Activation Key, or an Evaluation Activation Key provided by SWsoft for evaluation purposes.
5. Transfer or export, directly or indirectly, the software, Related Materials, or Activation Key into any country to which such transfer or export is prohibited by federal law and/or regulation.

Licensee acknowledges that it does not acquire any rights of ownership or title in the Software or any portion thereof which remains the exclusive property of SWsoft, including any associated intellectual property rights. All rights not expressly granted hereunder are reserved to SWsoft. No license, right or interest in SWsoft, xLswitch or any trademark, trade name, or service mark of SWsoft or any third party is granted under this Agreement.

Licensee acknowledges that operation of the Software will terminate upon expiration of the valid Evaluation Activation Key unless Licensee purchases a permanent Activation Code.

All payments must be paid in full within thirty (30) days of invoice. Until paid in full, all past due amounts shall bear an additional charge of one and one-half percent per month, or the highest legal rate, whichever is less.

Licensee's rights under this Agreement shall terminate immediately should Licensee breach any of the provisions of this Agreement or take any action in derogation of SWsoft's rights to the Software or Related Materials. Upon termination of this Agreement, Licensee shall immediately discontinue all use of the Software and, unless otherwise instructed by SWsoft, within thirty (30) days after such termination, Licensee shall return to SWsoft all Related Materials, including any and all copies thereof made by Licensee, and Licensee will remove all software from computers and certify to SWsoft in a writing signed by an authorized representative of Licensee that all such Software has been destroyed.

SWsoft warrants that for a period of thirty (30) days from the date of delivery to you, as evidenced by a copy of your receipt the media in which the Software is contained and the Related Materials will, under normal use, be free from defects in materials and workmanship. SWsoft hereby represents and warrants that to the best of its knowledge, SWsoft has all right, title, ownership interest and marketing rights necessary to provide the Software to Licensee. SWsoft warrants that, with the exception of the thirty (30) day Evaluation Activation Key and those devices used to ensure that the Software is used in accordance with the terms of this Agreement, there are no "time bombs", hidden codes, or other non-disclosed features that exist which may result in access by or permit any party the ability to interfere with terminate or otherwise harm the Software or Licensee's other systems or ability to operate. This warranty is valid only for the original User and shall be void if in the sole opinion of SWsoft the media containing the Software or related Materials has been subjected to abnormal or improper use, transport, storage or handling, or if the Software or Related Materials have been altered or modified. EXCEPT FOR THE FOREGOING, SWSOFT MAKES NO WARRANTIES AND THE SOFTWARE IS PROVIDED TO LICENSEE "AS IS." THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE IS ASSUMED BY LICENSEE. SWSOFT DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE. SWsoft's entire liability and your exclusive remedy under this warranty will be for SWsoft to arrange for replacement of the media on which SWsoft delivered the Software. No refunds will be made, or returns of the Software will be accepted. Maintenance and Support, if ordered by Licensee and accepted by SWsoft, are governed by the terms and conditions set forth in SWsoft's then Support and Maintenance Terms and Conditions as set forth in Appendix A. Professional Services, if ordered by Licensee shall be governed by the terms and conditions set forth in SWsoft's then current Professional Services Terms and Conditions, as set forth in Appendix B.

SWSOFT SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, OR SPECIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY. NEITHER PARTY WILL BE LIABLE FOR LOST PROFITS, LOSS OF DATA, INCLUDING ANY LOSS OF DATA OCCASIONED BY DEACTIVATION OF THE SOFTWARE FOLLOWING THE EXPIRATION OF THE EVALUATION ACTIVATION KEY, OR COSTS OF COVER. THIS LIMITATION WILL APPLY EVEN IF SWSOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SWSOFT'S ENTIRE LIABILITY ARISING OUT OF OR IN RELATION TO THIS AGREEMENT AND THE SOFTWARE PROVIDED HEREUNDER SHALL NOT EXCEED THE AMOUNT PAID BY LICENSEE FOR A PERMANENT ACTIVATION KEY. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK. Because some states do not allow the limitation of incidental or consequential damages, the above limitation may not apply to you.

If any provision of this Agreement is held to be unenforceable, the remaining provisions of this Agreement will continue in full force and effect and the unenforceable provision will be deemed modified to be enforceable to the maximum extent permitted under applicable law. This Agreement will be governed by the laws of the State of California and the United States of America.