Version 2.8 -- February 17, 2004

PLEASE READ THIS DOCUMENT CAREFULLY. YOU MUST AGREE TO THE TERMS OF THIS AGREEMENT BEFORE INSTALLING THE SOFTWARE ON YOUR COMPUTER.

This is a legal agreement between you and Specialty Alliance Corporation™ (SAC), and its subsidiaries. This Agreement states the terms and conditions upon which SAC offers to license the software downloaded from this website together with all related documentation and accompanying items including, but not limited to, the executable programs, drivers, libraries and data files associated with such programs (collectively, the "Software").

LICENSE

1. Grant of License. The Software is licensed to you for use only under the terms of this Agreement. This License Agreement is your proof of license to exercise the rights granted herein and must be retained by you. As between you and SAC (and, to the extent applicable, its Affiliates), SAC retains all title to and ownership of the Software and reserves all rights not expressly granted to you. SAC grants to you the right to use all or a portion of this Software provided that
   (a) the Software was distributed according to the REP Agreement located at www.specialtycalendars.com;
   (b) the Software is NEVER modified;
   (c) all copyright notices are maintained on the Software; and
   (e) the end-user agrees to be bound by the terms of this Agreement.
2. For Use on a Single Computer.
   The Software may be used only on a single computer by a single user at any time. You may transfer the machine-readable portion of the Software from one computer to another computer, provided that
   (a) the Software (including any portion or copy thereof) is erased from the first computer, and
   (b) there is no possibility that the Software will be used on more than one computer at a time.
3. Stand-Alone Basis.
   You may use the Software only on a stand-alone basis, such that the Software and the functions it provides are accessible only to persons who are physically present at the location of the computer on which the Software is loaded. You may not allow the Software or its functions to be accessed remotely, or transmit all or any portion of the Software through any network or communication line.
4. Copyright.
   The Software is owned by SAC and/or its Affiliates, and is protected by United States copyright laws and International treaty provisions. You may not remove the copyright notice from any copy of the Software or any copy of the written materials, if any, accompanying the Software.
5. No Merger or Integration.
   You may not merge any portion of the Software into, or integrate any portion of the Software with, any other program, except to the extent expressly permitted by the laws of the jurisdiction where you are located. Any portion of the Software merged into or integrated with another program, if any, will continue to be subject to the terms and conditions of this Agreement, and you must reproduce on the merged or integrated portion all copyright and other proprietary rights notices included on the originals of the Software.
6. Transfer of License/Piracy.
   You may not transfer your license or Registration Key for the Software to a third party. Doing so constitutes software Piracy and offenders will be prosecuted to the full extent as permitted by law.
   
7. Limitations on Using, Copying, and Modifying the Software.
   Except to the extent expressly permitted by this Agreement or by the laws of the jurisdiction where you acquired the Software, you may not use, copy or modify the Software. Nor may you sub-license any of your rights under this Agreement. You may use the Software for your personal use only.
8. Decompiling, Disassembling, or Reverse Engineering.
   You acknowledge that the Software contains trade secrets and other proprietary information of SAC and its Affiliates. Except to the extent expressly permitted by this Agreement or by the laws of the jurisdiction where you are located, you may not decompile, disassemble or otherwise reverse engineer the Software, or engage in any other activities to obtain underlying information that is not visible to the user in connection with normal use of the Software.

In particular, you agree not for any purpose to transmit the Software or display the Software's object code on any computer screen or to make any hardcopy memory dumps of the Software's object code. If you believe you require information related to the interoperability of the Software with other programs, you shall not decompile or disassemble the Software to obtain such information, and you agree to request such information from SAC at the address listed below. Upon receiving such a request, SAC shall determine whether you require such information for a legitimate purpose and, if so, SAC will provide such information to you within a reasonable time and on reasonable conditions.

In any event, you will notify SAC of any information derived from reverse engineering or such other activities, and the results thereof will constitute the confidential information of SAC that may be used only in connection with the Software.

TERMINATION/REFUND POLICY
The license granted to you is effective until terminated. You may terminate it at any time by destroying the Software (including any portions or copies thereof) currently in your possession or control. The license will also terminate automatically without any notice from SAC if you fail to comply with any term or condition of this Agreement and a refund will not be granted. You agree upon any such termination to destroy the Software (including any portions or copies thereof). Upon termination, SAC may also enforce any and all rights provided by law. The provisions of this Agreement that protect the proprietary rights of SAC will continue in force after termination.

NO WARRANTY
ANY USE BY YOU OF THE SOFTWARE IS AT YOUR OWN RISK. THE SOFTWARE IS PROVIDED FOR USE "AS IS" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SAC DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SAC IS NOT OBLIGATED TO PROVIDE ANY UPDATES OR UPGRADES TO THE SOFTWARE, BUT WILL MAKE A REASONABLE EFFORT TO DO SO.

No Registered User, Affiliate, or any other entity or person is authorized to expand or alter this warranty or any other provisions of this Agreement. SAC does not warrant that the functions contained in the Software will meet your requirements or that the operation of the Software will be uninterrupted or error-free or free from malicious code. For purposes of this paragraph, "malicious code" means any program code designed to contaminate other computer programs or computer data, consume computer resources, modify, destroy, record, or transmit data, or in some other fashion usurp the normal operation of the computer, computer system, or computer network, including viruses, Trojan horses, droppers, worms, logic bombs, and the like.

Any representation, other than the warranties set forth in this Agreement, will not bind SAC. You assume full responsibility for the selection of the Software to achieve your intended results, and for the downloading, use and results obtained from the Software. You also assume the entire risk as it applies to the quality and performance of the Software. Should the Software prove defective, you (and not SAC, or its Affiliates) assume the entire cost of all necessary servicing, repair or correction.

This warranty gives you specific legal rights, and you may also have other rights which vary from country/state to country/state. Some countries/states do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. SAC disclaims all warranties of any kind if the Software was customized, repackaged or altered in any way by any third party other than SAC.

NO LIABILITY FOR DAMAGES, INCLUDING WITHOUT LIMITATION CONSEQUENTIAL DAMAGES
In no event shall SAC or its Affiliates be liable for any damages whatsoever (including, without limitation, incidental, direct, indirect, special or consequential damages, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss) arising out of the use or inability to use this Software, even if SAC or its Affiliates have been advised of the possibility of such damages. Because some states/countries do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you.

INDEMNIFICATION BY YOU
If you distribute the Software in violation of this Agreement, you hereby indemnify, hold harmless and defend SAC from and against any and all claims or lawsuits, including attorney's fees and costs that arise, result from or are connected with the use or distribution of the Software in violation of this Agreement.

U.S. GOVERNMENT RESTRICTED RIGHTS
All Software and related documentation are provided with restricted rights. Use, duplication or disclosure by the U.S. Government is subject to restrictions as set forth in subdivision (b)(3)(ii) of the Rights in Technical Data and Computer Software Clause at 252.227-7013. If you are using the Software outside of the United States, you will comply with the applicable local laws of your country, U.S. export control law, and the English version of this Agreement.

CONTRACTOR/MANUFACTURER
The Contractor/Manufacturer for the Software is:
Specialty Alliance Corporation™
2428 Kenmore Road
Richmond VA 23228

GENERAL
This Agreement is binding on you as well as your employees, employers, contractors and agents, and on any successors and assignees. Neither the Software nor any information derived there from may be exported except in accordance with the laws of the U.S. or other applicable provisions. This Agreement is governed by the laws of the Commonwealth of Virginia (except to the extent federal law governs copyrights and federally registered trademarks). This Agreement is the entire License Agreement between us and you agree that SAC will not have any liability for any untrue statement or representation made by its Affiliates, its agents or anyone else (whether innocently or negligently) upon which you relied upon entering this Agreement. This Agreement supersedes any other understandings or agreements, including, but not limited to, advertising, with respect to the Software.

If any provision of this Agreement is deemed invalid or unenforceable by any country or government agency having jurisdiction, that particular provision will be deemed modified to the extent necessary to make the provision valid and enforceable, and the remaining provisions will remain in full force and effect.

For questions concerning this Agreement, please contact SAC at the address stated above. For questions on product or technical matters, contact Specialty Calendars™ technical support.