Software License Agreement

Preamble
IMPORTANT! THIS IS THE LICENSE AGREEMENT THAT YOU ARE REQUIRED TO
ACCEPT BEFORE INSTALLING AND USING THE SOFTWARE PRODUCT DESCRIBED
BELOW. CAREFULLY READ ALL THE TERMS AND CONDITIONS OF THIS SOFTWARE
LICENSE AGREEMENT BEFORE PROCEEDING WITH THE DOWNLOADING AND/OR
INSTALLATION OF THIS SOFTWARE PRODUCT. YOU ARE NOT PERMITTED TO
DOWNLOAD AND/OR INSTALL THIS SOFTWARE PRODUCT UNTIL YOU HAVE
AGREED TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS
SOFTWARE LICENSE AGREEMENT. BY ACCEPTING THIS LICENSE AGREEMENT YOU
ALSO REPRESENT AND WARRANT THAT YOU ARE DULY AUTHORIZED TO ACCEPT
THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT ON BEHALF OF YOUR
EMPLOYER.

THIS AGREEMENT IS ENTERED INTO BY OMRON ADEPT TECHNOLOGIES, INC.

("OMRON ADEPT") AND YOU AS END USER OF THE SOFTWARE PRODUCT ("END
USER").

1. The Software Product

The subject of this license is the ACE software and utilities product in which this license is
embedded and any related updates provided to END USER, including computer software
and, where applicable, associated media, printed materials, and online or electronic
documentation ("Software Product").

2. License Grant
All licenses granted hereunder, upon the following terms and conditions including payment
of any applicable license fee, are considered single-user licenses. Therefore, a unique
license is required for each installation of the Software Product per computer and server.

In each case where such single computer or server is owned, leased or otherwise
substantially controlled by END USER, if END USER desires to use this Software Product on
more than a single computer (not being a server) or server, additional licenses must be
obtained from OMRON ADEPT for each computer or server upon which or where the
Software Product is to be used.

END USER is permitted to make one copy of this Software Product into machine readable
form for backup purposes only. However END USER may not copy the printed materials that
are part of this Software Product. END USER must mark the backup copy media of the
Software Product as "backup". The backup copy of the Software Product is subject to the
provisions of this Agreement, and all titles, trademarks, copyright notices and other legends
shall be reproduced in the backup copy.

3. License Restrictions
THE SOFTWARE PRODUCT WHICH IS THE SUBJECT OF THIS AGREEMENT IS
LICENSED TO END USER, NOT SOLD.

END USER MAY NOT USE OR COPY THE SOFTWARE PRODUCT, IN WHOLE OR IN
PART, EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS LICENSE. END USER MAY
NOT MODIFY, TRANSLATE, REVERSE ENGINEER, DECOMPILE, DISASSEMBLE OR
CREATE DERIVATIVE WORKS OF THE SOFTWARE PRODUCT OR OTHERWISE
ATTEMPT TO (A) DEFEAT, AVOID, BY-PASS, REMOVE, DEACTIVATE OR OTHERWISE
CIRCUMVENT ANY SOFTWARE PROTECTION MECHANISMS IN THE SOFTWARE
PRODUCT INCLUDING, WITHOUT LIMITATION, ANY SUCH MECHANISM USED TO
RESTRICT OR CONTROL THE FUNCTIONALITY OF THE SOFTWARE PRODUCT, OR (B)
DERIVE THE SOURCE CODE OR THE UNDERLYING IDEAS, ALGORITHMS,
STRUCTURE OR ORGANIZATION FORM OF THE SOFTWARE PRODUCT. END USER
WILL AT ALL TIMES, INCLUDING DURING AND AFTER THE TERM OF THIS LICENSE,
KEEP THE SOFTWARE PRODUCT, ALL INFORMATION RELATING TO END USER'S USE
OF THE SOFTWARE PRODUCT INCLUDING ANY BENCHMARKS, PERFORMANCE
RESULTS AND OTHER INFORMATION, CONFIDENTIAL UNLESS OTHERWISE
EXPRESSLY AGREED IN WRITING BY OMRON ADEPT.

The Software Product is provided with Restricted Rights. Use, duplication or disclosure by or
with a governmental entity or any third party is prohibited. The licensor of the Software is
OMRON ADEPT (Omron Adept Technologies, Inc., 4550 Norris Canyon Road, Suite 150, San
Ramon, CA 94583).

4. Ownership
The Software Product is protected by copyright and is proprietary and confidential to
OMRON ADEPT. All right, title and interest in and to the Software Product (including
associated intellectual property rights) are and will remain vested in OMRON ADEPT. These
rights are protected by national and other laws and international treaties. END USER
acknowledges that no rights, license or interest to any OMRON ADEPT trademarks are
granted hereunder.

5. Term of License
This license shall be in effect from the time END USER installs the Software Product, thereby
accepting the terms and conditions contained herein, or otherwise expressly accepts the
terms and conditions of this license, and shall remain in effect until un-installation of the
Software Product or such other time as agreed by END USER and OMRON ADEPT.
6. Limited Warranty
Licensor warrants that the Software will perform substantially in accordance with the
accompanying written materials for a period of 90 days from the date of shipment [FOB
Omron Adept Technologies, Inc.] of the Software. Licensor does not warrant that the
functions contained in the Software will meet your requirements or that operation of the
Software will be uninterrupted or error-free. Any implied warranties on the Software are
limited to 90 days. Some states do not allow limitations on duration of an implied warranty,
so the above limitation may not apply to you.
EXCEPT AS PROVIDED ABOVE, THE SOFTWARE IS PROVIDED "AS IS" WITHOUT
WARRANTY OF ANY KIND. LICENSOR DISCLAIMS ALL OTHER WARRANTIES,
EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND
NON-INFRINGEMENT, WITH RESPECT TO THE SOFTWARE AND THE
ACCOMPANYING WRITTEN MATERIALS. This limited warranty gives you specific legal
rights. You may have others, which vary from state to state.
7. Limitation of Liability
LICENSOR'S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY SHALL BE, AT
LICENSOR'S CHOICE, EITHER (A) RETURN OF THE PRICE PAID OR (B)
REPLACEMENT OF THE SOFTWARE THAT DOES NOT MEET LICENSOR'S LIMITED
WARRANTY AND WHICH IS RETURNED TO LICENSOR WITH A COPY OF YOUR
RECEIPT. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY DAMAGES. Any
replacement Software will be warranted for the remainder of the original warranty period or
30 days, whichever is longer. These remedies are not available outside the United States of
America.
This Limited Warranty is void if failure of the Software has resulted from modification,
accident, abuse, or misapplication.
IN NO EVENT WILL LICENSOR BE LIABLE TO YOU FOR DAMAGES, INCLUDING ANY
LOSS OF PROFITS, LOST SAVINGS, LOSS OF DATA OR OTHER INCIDENTAL,
INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF YOUR USE OR
INABILITY TO USE THE SOFTWARE OR ACCOMPANYING WRITTEN MATERIALS
EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM
BY ANY THIRD PARTY. Because some states do not allow the exclusion or limitation of
liability for consequential or incidental damages, the above limitation may not apply to you.

8. EXPORT REGULATIONS.
The Software Product, including technical data, may be subject to U.S., Canadian
or other export control laws, including without limitation the U.S. Export
Administration Act and its associated regulations, and may be subject to export or
import regulations in other countries. Licensee agrees to comply strictly with all
such regulations and acknowledges that it has the responsibility to obtain licenses
to export, re-export, or import Software. Software may not be downloaded, or
otherwise exported or re-exported (i) into, or to a national or resident of, any
country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S.
Treasury Department's list of Specially Designated Nations or the U.S. Commerce
Department's Table of Denial Orders or other prohibited countries, persons or
entities.
9. General Provisions
The limitations of liability and ownership rights of OMRON ADEPT contained herein
and END USER's obligations following termination of this Agreement shall survive
the termination of this Agreement for any reason.

You may permanently transfer the Software and accompanying written materials (including
the most recent update and all prior versions) if you retain no copies and the transferee
agrees to be bound by the terms of this Agreement. Such a transfer terminates your
license. You may not rent or lease the Software or otherwise transfer or assign the right to
use the Software, except as stated in this paragraph.

No amendments or modifications may be made to this Agreement except in writing signed

by both parties.

If one or more provisions of this Agreement are found to be invalid or unenforceable, this
Agreement shall not be rendered inoperative but the remaining provisions shall continue in
full force and effect.

This Agreement constitutes the entire agreement between the parties with respect to the
subject matter of this Agreement and merges all prior communications, except that a "hard-
copy" form of license agreement relating to the Software Product previously agreed to in
writing by OMRON ADEPT and END USER shall supersede and govern in the event of any
conflicting provisions.

This Agreement shall be governed by the laws of the State of California in the United States
of America.