IMPORTANT: READ BEFORE REMOVING SOFTWARE MEDIA WARRANTY AND LICENSE AGREEMENT FOR STATGRAPHICS(c) Plus READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE REMOVING THE SOFTWARE MEDIA FROM ITS PACKAGE. REMOVING THE MEDIA INDICATES THAT YOU HAVE ACCEPTED THESE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THEM, YOU MUST RETURN ALL MATERIALS IN THE CONDITION IN WHICH YOU PURCHASED THEM TO THE PLACE OF PURCHASE WITHIN TEN (10) DAYS AFTER THE DATE THAT YOU RECEIVED THEM TO RECEIVE A FULL REFUND OF THE SOFTWARE LICENSE FEE. 1. DEFINITIONS. The STATGRAPHICS Plus Application Software ("Software") licensed hereunder consists of the enclosed software media, related user documentation and any enhancements provided by Manugistics(r), Inc. ("Manugistics"). The Software is provided to you ("You"), the original Software licensee, subject to the terms and conditions of this agreement ("Agreement"). To use the Software you must have properly functioning supporting software (as specified in the documentation), installed on a computer ("Computer") upon which such supporting software will properly operate. 2. LICENSE. Manugistics grants You a nonexclusive license to use the proprietary Software enclosed herewith, including any enhancements provided to You, in accordance with the terms and conditions of this Agreement. You may use the Software on any Computer or move the Software freely from one Computer to another. You may also allow others to use the Software, provided there is no possibility that the Software will be used by more than one person simultaneously on separate Computers. You agree to assume responsibility for compliance with these conditions of use. 3. TITLE, COPYRIGHT AND TRADEMARKS. Manugistics warrants that it has authority to license the Software as provided in this Agreement. Title to the Software (including but not limited to, originals, translations, compilations and partial copies, if any) shall not pass to You. The Software is the copyrighted property of its authors. You may make one (1) copy of Software solely for backup or archival purposes. 4. CONFIDENTIAL INFORMATION. Software, Enhancements, and Documentation contain proprietary secrets, ideas, and techniques. You may not disclose all or any part of such proprietary information to anyone, and You shall not use all or any part of such proprietary information or its direct product except as permitted herein. 5. INDEMNIFICATION. Manugistics will defend, indemnify and hold You harmless from any cost, expense or liability of any kind arising out of any suit or claim against You based on infringement of a patent or copyright with respect to the portions of the Software developed by Manugistics, provided You comply with all terms and conditions of this Agreement, promptly notify Manugistics of any such suit or claim, accept an equivalent non-infringing Software from Manugistics, and cooperate fully with Manugistics in its defense or settlement of such suits or claims. The foregoing states Manugistics' entire liability with respect to any such suit or claim. You shall defend, indemnify and hold Manugistics harmless from any other cost, expense or liability of any kind (including reasonable attorney's fees) arising out of Your use of the Software. 6. LIMITED WARRANTY. You assume all responsibility for the selection of the Software to achieve your intended results, and for the installation of, use of, and results obtained from the Software. Manugistics warrants that the Software media shall be free from defects in material and that the information contained on it shall be readable by a properly functioning Computer, configured with the necessary hardware and software as specified by the documentation. This warranty shall extend for a period of ninety (90) days from the date You purchased this Software license. You must sign the attached Registration Card and mail it to Manugistics within ten (10) days of license purchase to receive this warranty. This warranty is valid only for the original purchaser and is voided if in the sole opinion of Manugistics the Software media has been subjected to improper or abnormal use or has been altered or modified. If a defect occurs during the warranty period, return the properly packaged, defective item (by certified mail, return receipt requested) to Manugistics, Inc., Attn: STATGRAPHICS Technical Support Center, 2115 E. Jefferson Street, Rockville, Maryland 20852-4999. EXCEPT AS PROVIDED UNDER "LIMITED WARRANTY" ABOVE, MANUGISTICS LICENSES THE SOFTWARE TO YOU ON AN "AS IS" BASIS AND MAKES NO WARRANTIES, EITHER EXPRESSED OR IMPLIED WITH RESPECT TO THE SOFTWARE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. AS WITH OTHER ASPECTS OF THE ENCLOSED SOFTWARE, YOU (AND NOT MANUGISTICS OR ITS SUPPLIERS, DISTRIBUTORS OR DEALERS) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION OF THE SYSTEM AND ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF YOU ADVISE MANUGISTICS OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE LIMITATION OF REMEDIES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. EXCEPT AS PROVIDED IN SECTION 5, MANUGISTICS' LIABILITY HEREUNDER SHALL BE LIMITED TO DIRECT DAMAGES EQUAL TO THE LESSER OF $5,000.00 OR THE SOFTWARE LICENSE FEE PAID BY YOU. THE FUNCTION "STATADVISOR" IS INTENDED TO PROVIDE INFORMATION ONLY. AS WITH OTHER ASPECTS OF THE ENCLOSED SOFTWARE, MANUGISTICS IS IN NO WAY LIABLE FOR THE EXPLANATIONS PROVIDED BY THE STATADVISOR AND LICENSEE SHOULD NOT RELY UPON SUCH EXPLANATIONS. 7. TRANSFER AND TERMINATION. The license to use the Software granted to You hereby is perpetual in nature, but shall immediately terminate upon Your transfer of any part of the Software or violation of any of the terms and conditions of this Agreement. You may transfer your license to use the Software only if the new licensee agrees to accept the terms and conditions of this Agreement and You transfer all copies of all parts of the Software to the same party. If You transfer all or any part of the Software to another party, Your license is automatically terminated. Upon any other termination of Your license You must return the Software to Manugistics. In no event will Manugistics refund all or any part of the license fee paid for the Software. In the event of a cessation of Manugistics' business with respect to the Software, You may continue to use the Software, but neither Manugistics nor its successor-in-interest, if any, will be obligated to provide further enhancements for the Software. 8. FOREIGN TRADE RESTRICTIONS. You will not, either directly or indirectly, export or re-export the Software in violation of the Export Administration Regulations promulgated by the U.S. Department of Commerce. 9. MISCELLANEOUS. This Agreement does not establish a partnership or joint venture between You and Manugistics and does not confer upon You any right to incur any liability or obligation on behalf of or binding upon, Manugistics. The Software is provided with RESTRICTED RIGHTS and its use, duplication or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of The Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the regulations on Commercial Computer Software ń Restricted Rights, at 48 CFR 52.227-19, as applicable. This Agreement constitutes the entire agreement between the parties with regard to the subject matter hereof. In the event any portion of this Agreement is held to be invalid or unenforceable pursuant to judicial decree, the remainder of the Agreement shall remain valid and enforceable according to its terms. This Agreement shall be construed and enforced in accordance with the laws of the State of Maryland. Manugistics, the Manugistics logo and "Leveraged Intelligence" are registered trademarks and StatAdvisor, StatFolio, StatGallery, and StatReporter are trademarks of Manugistics, Inc. STATGRAPHICS is a registered trademark of Statistical Graphics Corporation. Windows is a trademark of Microsoft Corporation.