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NOTICE TO VSIA MEMBER: THIS IS A CONTRACT. PLEASE READ IT CAREFULLY. BY CLICKING ON THE "I ACCEPT" BUTTON BELOW, YOU INDICATE YOUR ACCEPTANCE OF ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. THIS CONTRACT IS APPLICABLE TO ALL IP DOWNLOADED FROM YOUR VSIA ACCOUNT FROM THE TIME OF ACCEPTANCE OF THIS LICENSE UNTIL SUCH TIME AS THIS LICENSE IS REPLACED.

On-Line VSI Alliance IP Worldwide License Agreement For An Unlimited Number of Authorized Users This document is a non-exclusive License Agreement ("Agreement") between the VSI Alliance ("VSIA") located at 401 Edgewater Place, Wakefield, MA 01880, USA, and the "Licensee" (the Licensed Organization) and its Authorized Users referenced below. This Agreement may not be modified by Licensee, and supercedes all other agreements that Licensee may have accepted on this web site. Licensee hereby agrees to be bound by and to comply with all of the terms and conditions, covenants and obligations contained herein. 1. TERMS AND CONDITIONS Subject to the restrictions in this license, VSIA grants Licensee a non-exclusive and nontransferable organization license which allows Licensee and an unlimited number of Authorized Users the right to access, via the Internet, VSIAs Specifications and Standards for use throughout the Licensee's organization (the Licensed Access). The Licensee may not sublicense or otherwise transfer this Licensed Access. IP shall mean all VSIA intellectual property that is contained in the applicable Specification(s) or Standard(s). Specifications shall mean all VSIA Specifications and other VSIA Intellectual Property relating to such Specifications, including but not limited to: taxonomies, white papers, users manuals, spreadsheets, programs, models, designs, and other data relating to such Specifications that is downloadable from the VSIA web site, during the period beginning with the acceptance of this agreement until such time as another click through agreement is accepted.

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Standards shall mean all VSIA Standards and other VSIA Intellectual Property relating to such Standards, including but not limited to: taxonomies, white papers, users manuals, spreadsheets, programs, models, designs, and other data relating to such Standards that is downloadable from the VSIA web site, during the period beginning with the acceptance of this agreement until such time as another click through agreement is accepted. "Authorized Users" are Licensee's employees, as well as contractors acting on behalf of Licensee. Licensee shall be responsible for ensuring that all Authorized Users do not utilize the IP in a manner inconsistent with the scope of this Agreement. 2. COPYRIGHT & USE RESTRICTIONS The copyright in the text retrieved, displayed or output by the Licensed Access is owned by VSIA and is protected by the copyright laws of the United States and international treaties. Licensee's Authorized Users may access, view, use, and copy the IP. The Authorized Users may modify and create derivatives of Specifications, but may not modify or create derivatives of Standards. The Authorized Users may each download a complete copy of the IP for personal archive purposes. The Authorized Users may loan any of the personal archive copies to Licensee's other employees, but may not reproduce and distribute any additional copies of VSIA IP to others, for any other purpose, unless expressly stated herein. Licensee and its Authorized Users may not prepare and distribute copies of the IP or any derivative works based on the IP to any external parties except as permitted pursuant to this License. Licensee and its Authorized Users may alter, modify or adapt any Specification data retrieved by use of the Licensed Access, provided VSIA's copyright notices are on every copy made. Licensee and its Authorized Users may not alter, modify or adapt any Standards data received by use of the Licensed Access except that the Authorized Users may reformat and copy part or all of such IP for internal use and distribute in connection with Licensees internal work product, provided VSIAs copyright notices are on every copy made. This License may be utilized by Licensee only for (i) its internal use; (ii) use of its customers and suppliers in the ordinary course of Licensee's business; or (iii) presentations at trade or technical gatherings in which the Licensee is describing its use and adoption of the IP. VSIA reserves the exclusive right to publish and disseminate the IP to the public. This License grants to Licensees only those rights under copyrights owned by VSIA that cover the IP. No license, immunity or other right is granted, either directly or by implication, estoppel, exhaustion or otherwise: (a) under any VSI Alliance copyrights, trademarks or other Intellectual Property other than VSI Alliance copyrights covering the IP; or (b) to grant sub-licenses. Licensee disclaims any such negated license, immunity, or other right. No title to or ownership of any copyright, trademark or other Intellectual Property is transferred by VSI Alliance to Licensee or other party under this License. Licensee agrees to include on all copies of the IP the revision number and the following notice:

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"Copyright 2003 VSI Alliance. This IP uses material owned by or licensed to the VSI Alliance. All rights reserved." Licensee agrees not to remove any other copyright notices or proprietary legends contained within the IP and agrees to faithfully reproduce all such notices and legends on all copies of the IP. 3. THIRD PARTY INTELLECTUAL PROPERTY VSIAs Standards and Specifications may include intellectual property that is licensed to VSIA by one or more third parties. Any such license will be identified in the applicable Specification or Standard. Under the terms of such license, Licensee has the right to use such intellectual property in the same manner that VSIAs IP may be used. There is no charge for such use, but as a condition to Licensee using this intellectual property, the applicable licensing company may use, at no charge to it and in the same manner that VSIAs IP may be used, any of Licensees intellectual property that is contained in the same Specification or Standard. This third party intellectual property is provided without any warranties. 4. SUBSCRIPTION FEES There is no subscription fee for VSIA Members. 5. LIMITED WARRANTIES & LIMITATION OF REMEDIES VSIA has made its best efforts to ensure the currency and accuracy of the data retrieved by use of the Licensed Access. This Agreement makes no other warranties about the Licensed Access whatsoever. In the event of failure of service VSIA will make reasonable efforts to restore the Licensed Access. VSIA is not responsible for any events outside its reasonable control. Licensee's sole remedy with respect to any unresolved failure is the right to terminate the Licensed Access. THE IP IS PROVIDED BY VSIA ON AN "AS IS" BASIS, AND VSIA HAS NO OBLIGATION TO PROVIDE ANY LEGAL OR TECHNICAL ASSISTANCE IN RESPECT THEREOF, TO IMPROVE, ENHANCE, MAINTAIN OR MODIFY THE IP, OR TO CORRECT ANY ERRORS THEREIN. VSIA MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY AS TO INFRINGEMENT, AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. VSIA SHALL HAVE NO LIABILITY IN RESPECT TO ANY INFRINGEMENT OF PATENTS OR OTHER RIGHTS OF THIRD PARTIES DUE TO LICENSEE'S OPERATION UNDER THE LICENSES HEREIN GRANTED. 6. LIMITATION ON LIABILITY In no event shall VSIA be liable for consequential, exemplary, special, incidental, punitive or indirect damages or attorneys fees in connection with a claim relating to this

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Agreement or the performance of the Licensed Access. Some states do not allow the exclusion or limitation of liability for incidental or consequential damages, and/or implied warranties, so the above limitations may not apply. 7. TERMINATION Unless earlier terminated, this license shall continue as long as Licensee is a member in good standing of the VSI Alliance. The License will automatically terminate should Licensee cease to be a VSIA Member in good standing; provided, however, that Licensee shall have the option of entering into a Non-Member License by paying the applicable subscription fee. Licensee may terminate this Agreement for any reason at any time. The Agreement and the license may be terminated by either party in the event of any breach of the terms of the Agreement. On termination of this license, Licensee will be entitled to keep the IP previously retrieved, but will no longer have the right to retrieve or distribute the IP. 8. GENERAL TERMS All matters relating to this Agreement shall be governed by the laws of the State of California and the United States of America. If any of the terms of this Agreement are deemed unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.

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