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TERMS AND CONDITIONS OF THE PROVISION

AND USE OF CMG LICENSED TECHNOLOGY


THIS IS A LEGAL AGREEMENT BETWEEN LICENSEE AND CMG by installing the Software to
which this Agreement relates (the "Licensed Software"). Licensee is agreeing t
o be bound by the terms and conditions of this Agreement as well as any provisio
ns that may be set out in any relevant software order.
1.
TITLE, OWNERSHIP AND RIGHT TO LICENSE. Title to and ownership of the Li
censed Software and all related technical documentation on manuals, associated p
rograms, files and papers that CMG provides to Licensee (the "Licensed Technolog
y") remains with CMG. This is a license, not a sale. The Licensed Technology c
ontains confidential information which is proprietary to CMG. The Licensee shal
l not do anything by way of reverse engineering or otherwise that is intended to
reveal to it the source code of the Licensed Software. The existence of any co
pyright notice shall not be considered as an admission that the Licensed Technol
ogy has been published.
2.
RESTRICTED USE. The Licensee may use the Licensed Technology only for it
s own internal engineering, design, operations, research and analysis. The Lice
nsee may not make any use of the Licensed Technology that is not expressly permi
tted by this Agreement and shall take reasonable measures to prevent unauthorize
d use of the Licensed Technology
3.
DEFICIENCIES. Licensee acknowledges the complexity of the Licensed Tech
nology. CMG endeavours to produce technology of the highest quality; neverthele
ss errors or deficiencies in the Licensed Technology are inevitable. If License
e finds an error or deficiency, Licensee is requested to provide details of it a
nd illustrative data set(s) to CMG sufficient to permit CMG to reproduce the err
or or deficiency. CMG shall endeavour to remedy a deficiency in a timely manner
and shall periodically report to Licensee as to the steps being taken to remedy
the deficiency. The response time for a deficiency may depend on its nature re
cognizing that deficiencies must be prioritized for their general application.
CMG DOES NOT WARRANT THAT DEFICIENCIES WILL BE REMEDIED.
4.
YEAR 2000 Compliant. Within the Licensed Technology, and input and outp
ut files, CMG uses only the four-digit character representation to designate yea
rs. Thus the Licensed Technology correctly handles representations of all years
in the 1900's and the 2000's. If any Licensed Technology is found to have a de
ficiency or error in this regard, CMG shall promptly remove it and shall deliver
corrected Licensed Technology to Licensee in a timely fashion and this shall be
CMG's complete responsibility; CMG shall have no further liability for any such
deficiency or error.
6.
VIRUSES. CMG endeavours to make the Licensed Technology free of any sof
tware viruses. Licensee will be responsible in ensuring that the Licensed Techn
ology is tested upon receiving it, that it has passed all Licensee's tests and t
hat the Licensed Technology is acceptable to the Licensee. In the event of a de
tected virus, CMG's sole obligation is to undertake to remove the virus from cop
ies of the Licensed Technology and to deliver a virus-free version of the Licens
ed Technology to Licensee.
DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY
THE CMG LICENSED TECHNOLOGY (INCLUDING INSTRUCTIONS FOR ITS USE) IS PROVIDED "AS
IS" WITHOUT WARRANTY OF ANY KIND. CMG FURTHER DISCLAIMS ALL IMPLIED WARRANTIES
OR CONDITIONS INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR CONDITIONS
OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. THE LICENSEE SHALL
BEAR THE ENTIRE RISK OF USE OF THE LICENSED TECHNOLOGY.

IN NO EVENT SHALL CMG OR ANYONE ELSE INVOLVED IN THE CREATION, PRODUCTION OR DEL
IVERY OF THE LICENSED TECHNOLOGY BE LIABLE FOR ANY DAMAGES WHATSOEVER INCLUDING,
WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION
, LOSS OF BUSINESS INFORMATION OR OTHER PECUNIARY LOSS, ARISING OUT THE USE OF O
R INABILITY TO USE THE LICENSED TECHNOLOGY OR DOCUMENTATION EVEN IF CMG HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CMG BE LIABLE TO
THE LICENSEE FOR ANY AMOUNT IN EXCESS OF THE AMOUNTS THE LICENSEE HAS PAID CMG.