LC SOFTWARE LICENSE AGREEMENT 1. GENERAL: THIS LICENSE AGREEMENT SHALL GOVERN THE USE BY YOU (THE "LICENSEE") OF THE CRAY INC. ("CRAY") LC ELECTRO-MAGNETIC FIELD ANALYSIS SOFTWARE THAT YOU OBTAIN THROUGH THIS WEB SITE (THE "SOFTWARE"), AND THE ACCOMPANYING DOCUMENTATION (THE "DOCUMENTATION"). THIS LICENSE AGREEMENT REPRESENTS THE ENTIRE AGREEMENT BETWEEN CRAY AND LICENSEE CONCERNING THE COPY OF THE SOFTWARE AND DOCUMENTATION THAT LICENSEE OBTAINS THROUGH THIS WEB SITE, AND IT SUPERSEDES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING BETWEEN THE PARTIES WITH RESPECT TO THAT COPY OF THE SOFTWARE AND DOCUMENTATION. NO LICENSEE PURCHASE ORDER OR OTHER COMMUNICATION SHALL BE CONSTRUED AS, OR CONSTITUTE, A WAIVER OF THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, OR ACCEPTANCE OF ANY ADDITIONAL TERMS, CONDITIONS OR SPECIFICATIONS, AND CRAY HEREBY OBJECTS TO ANY SUCH ADDITIONAL OR CONTRARY TERMS, CONDITIONS OR SPECIFICATIONS. 2. TERM: This License Agreement is effective upon installation of the Software. This License Agreement shall automatically terminate upon the breach by Licensee of any term hereof. In addition, Licensee may terminate this License Agreement at any time. Upon termination or expiration of this License Agreement, Licensee shall destroy all copies of the Software and Documentation in Licensee's possession. Licensee's obligations, Cray's warranty disclaimers and the limitations of Cray's liability under this License Agreement shall survive any termination of this License Agreement. 3. LICENSE: Cray grants, and Licensee accepts, a non-transferable and non-exclusive license to use the Documentation, and the Software in object code form only, subject to all the terms and conditions of this License Agreement. The Software is licensed for Licensee's internal use only. Licensee may make one copy of the Software and any on-line Documentation for back-up or archival purposes. Licensee shall reproduce in that copy all proprietary and restrictive notices set forth in the Software and Documentation. No other rights to copy, sublicense or distribute the Software or Documentation are granted. All rights not specifically granted to Licensee by this License Agreement shall remain in Cray. Licensee acknowledges that the Software and Documentation are proprietary products of, and contain proprietary information developed by Cray, and shall remain the property of Cray. Licensee shall not disclose the Software, Documentation or any information contained in the Software or Documentation. Licensee shall use the same degree of care to prevent such disclosure as Licensee uses to protect Licensee's own information of like importance, but at least reasonable care. Licensee shall not modify the Software, or attempt to decompile, cross compile, disassemble, reverse engineer, or use any other means to decode the Software. 4. WARRANTY AND LIMITATION OF LIABILITY: THE SOFTWARE AND THE DOCUMENTATION ARE PROVIDED "AS IS", AND ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY, AND FREEDOM FROM VIOLATION OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, ARE HEREBYEXCLUDED. CRAY WILL NOT BE LIABLE IN ANY EVENT FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OF THE SOFTWARE OR ITS USE BY LICENSEE OR ANY OTHER PERSON, OR ANY FAILURE OF CRAY IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS LICENSE AGREEMENT (INCLUDING LIABILITY FOR NEGLIGENCE) EXCEPT FOR THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF CRAY. 5. APPLICABLE LAW: This License Agreement is governed by the laws of the State of California, excluding the United Nations Convention of the International Sale of Goods, and without reference to its provisions on the conflicts of laws. 6. INDEMNIFICATION: Licensee agrees to indemnify and hold Cray harmless in respect to any and all claims of or liability to third parties arising from the use of the Software or the output of the Software. 7. EXPORT: Licensee shall not dispose of any software, know-how, technical data, documentation or other materials furnished to it pursuant to this License Agreement, to any party or in any manner which would constitute a violation of the export control laws of the United States. 8. RESTRICTED RIGHTS LEGEND: If the Software is acquired for use by the US Government, such use shall be subject to "Restricted Rights" as that term is defined in the Federal Acquisition Regulations ("FAR"), Part 52.227-14 and the DoD FAR Supplement, Part 252.227-7013, as augmented by this License Agreement. 9. GENERAL: Licensee shall not assign or otherwise transfer its rights or obligations under this License Agreement without the prior written consent of Cray. No failure by either party to take any action or assert any right under this License Agreement shall be deemed to be a waiver of such right in the event of the continuation or repetition of the circumstances giving rise to such right. No modification of this License Agreement shall be binding on either party unless it is in writing and signed by both parties. In the event that any of the terms of this License Agreement are in conflict with any applicable rule of law or statutory provision or are otherwise unenforceable under the applicable laws or regulations of any government or subdivision thereof, such terms shall be deemed stricken from this License Agreement, but such invalidity or unenforceability shall not invalidate any of the other terms of this Agreement and this Agreement shall continue in force, unless the invalidity or unenforceability of any such provisions hereof does substantial violence to, or where the invalid or unenforceable provisions comprise an integral part of, or are otherwise inseparable from, the remainder of this License Agreement.