When purchasing License Keys, these are the Licensing Terms and Conditions that will apply.

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1. Definition.  The Software Product for which you are purchasing a license to use on a single computer, includes the computer program, documentation, and instructions. Xi Graphics, Inc. retains ownership of all copyright, trade secret, patent, and other proprietary rights in the Software product.

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2. License

a. Authorized Use. Xi Graphics grants you a nonexclusive single-user license to use the Software Product on a single desktop/laptop/workstation computer. You may make a reasonable number of copies of the Software Product's computer program for back-up purposes only.

b. Restrictions. You may not: (1) copy (other than for back-up purposes), distribute, rent, sublicense all or any portion of the Software Product; (2) modify or prepare derivative works of the Software Product; (3) transmit the Software Product (IF NOT IN "DEMO FORM") over a network by telephone or electronically using any means; or (4) reverse engineer, decompile, or disassemble the Software Product. You agree to keep confidential and use your best efforts to prevent and protect the contents of the Software Product from unauthorized disclosure or use.

c. Transfer. You may transfer the Software Product, and the License Key purchased, but only if the recipient agrees to accept the terms and conditions of the this License Agreement.

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3. Limited Software Product Warranty. For ninety (90) days from the date of shipment we warrant that the media, if any, (for example, disks) on which the Software Product is contained will be free from defects in materials and workmanship. This warranty does not cover damage by improper use or neglect. We do not warrant the contents of the Software Product or that it will be error free. The Software Product is furnished "as is" and without warranty as to the performance or results you may obtain by using the Software Product. The entire risk as to the results and performance of the Software Product is assumed by you. To obtain warranty service during the ninety-day warranty period you may return the Software Product (postage paid) with a description of the problem to Xi Graphics. The defective media on which the Software Product is contained will be replaced at no additional charge to you.

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4. Remedy. If you do not receive media which is free from defects in materials and workmanship during the 90-day warranty period, you will receive a refund for the amount you paid for the Software Product.

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5. Disclaimer or Warranty and Limitations or Remedy

a. The warranties in this agreement replace all other warranties expressed or implied, including warranties of merchantability or fitness for a particular use. We disclaim and exclude all other warranties. In no event will our liability of any kind include any special, incidental, or consequential damages, including lost profits, even if we have knowledge of the potential loss or damage.

b. We will not be liable for any loss or damage caused by delay in furnishing a Software Product or any other performance under this agreement.

c. Our entire liability and your exclusive remedies for our liability of any kind (including liability for negligence except liability for personal injury caused solely by our negligence) for the Software Product covered by this agreement and all other performance or nonperformance by us under or related to this agreement are limited to the remedies specified by this agreement.

d. Some states do not allow the exclusion of implied warranties so the above exclusion may not apply to you. This warranty gives you specific legal rights and you may also have other rights which vary from state to state or country to country.

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6. Termination. This agreement is effective until terminated. You may terminate it at any time by destroying the Software Product, including all computer programs and documentation, and erasing any copies residing on computer equipment. This agreement also will terminate if you do not comply with any terms or conditions of this agreement. Upon such termination you agree to destroy the Software Product and erase all copies residing on computer equipment.

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7. US Government Restricted Rights. The Software Product is provided to the Government only with restricted rights and limited rights. Use, duplication or disclosure by the Government is subject to restrictions set forth in FAR sections 52-227-14 and 52-227-19 or DFARS section 52.227-7013(C)(1)(ii) as applicable. Contractor/Manufacturer is Xi Graphics, Inc.

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Xi Graphics, Inc. 1580 Logan Street, Suite 550, Denver, CO 80203 tel:+303.298.7478 • fax:+303.298.1406