LICENSE AGREEMENT ================================================================================ The q-Status Limited Usage Software License Agreement Copyright 2005-2008 LogiQwest, Inc. All rights reserved. ================================================================================ BY OPENING, DOWNLOADING OR USING THE Q-STATUS SOFTWARE, YOU BECOME A PARTY TO THIS LICENSE AGREEMENT AND AGREE TO BE BOUND BY ALL OF ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE AGREEMENT, DO NOT OPEN, DOWNLOAD OR USE THE Q-STATUS SOFTWARE. LICENSE GRANT. The License you obtain is a non-exclusive Limited Usage License of the q-Status Software. Your contract with LogiQwest, Inc. ("LogiQwest") may further specify the scope of the license including but not limited to restrictions on the Operating System, number of systems managed, module usage. It shall be your responsibility to comply with such license restrictions at all times. LogiQwest may from time to time require you to provide a written statement of compliance. Even creating a derivative of the Software shall not change any limitation of this license. The fact that the Software may be delivered as Source code or in conjunction with the Source code shall not change the very limited scope of the license. LogiQwest makes no representations of compatibility with prior versions of the Software. LogiQwest owns and retains all right, title, and interest in the Software and all related materials at all times, including but not limited to all copyrights, trademarks, and other intellectual property therein and related thereto. This License Agreement does not transfer any ownership rights in the Software or any related materials to you or to any third party. Redistribution in source, binary or any other forms is not permitted. 1. Use of Source code must retain the above copyright notice, the terms of this License Agreement and the following disclaimer. 2. The names "q-Status", "q-config", "q-Portal", "q-Support", "q-Admin", "q-vision", "q-MDB", "q-Incident", "q-Problem", "q-Capacity", "q-change" and LogiQwest are trademarks or registered trademarks of LogiQwest and are not to be used without prior written permission. For written permission, please contact sales@logiqwest.com. DISCLAIMER. THIS SOFTWARE IS PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION, THE WARRANTIES OF: (a) MERCHANTABILITY; (b) FITNESS FOR A PARTICULAR PURPOSE; and (c) NONINFRINGEMENT. YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU ASSUME THE ENTIRE RISK OR COST ASSOCIATED WITH SUCH DEFECT AND ANY SERVICE AND REPAIR. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT ALLOWED BY LAW, NEITHER LOGIQWEST NOR ANY OF ITS SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS OR ASSIGNS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, REVENUES OR PROFITS; OR BUSINESS INTERRUPTION) INCURRED BY YOU OR ANY THIRD PARTY, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF LOGIQWEST OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. INDEMNIFICATION. You agree to indemnify and hold LogiQwest, its officers, directors, shareholders, employees, successors and assigns harmless from any and all claims related to the use of the Software. TERMINATION. This License Agreement will terminate automatically if you fail to comply with the terms and conditions contained herein. On termination, you must destroy all copies of the Software. EXPORT CONTROLS. None of the Software or underlying information or technology may be downloaded, exported, or reexported into any country to which the United States ("U.S.") has embargoed goods, or to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By opening, downloading or using the Software, you are agreeing to the foregoing and you are representing and warranting that you are not a national or resident of, or located in or under the control of, any country subject to such export controls. MISCELLANEOUS. This License Agreement represents the complete agreement between the parties concerning the Software and this license, and supersedes any and all prior agreements or representations. This License Agreement may only be amended by a writing executed by both you and LogiQwest. If any provision of this License Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. This License Agreement shall be governed by and construed under California law as if this Agreement had been entered into between California residents and fully performed within California. AGREEMENT. BY OPENING, DOWNLOADING OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.