Quantum Designs(HK) LTD. ManageEasy QDI SOFTWARE LICENSE 1. GRANT OF LICENSE. QDI grants you the right for internal usage only provided that (a) the Software is not distributed for profit; (b) the Software is used only in conjunction with licensed copies of QDI software products; (c) the Software may not be modified; (d) all copyright notices are maintained on the Software; (e) the licensee/end user agrees to be bound by the terms of this Agreement. 2. REDISTRIBUTION OF QDI MANAGEEASY. To obtain rights to distribute the Software as part of your software application or hardware product for profit, you must print out, sign and return a copy of this agreement (located at License.txt) to QDI Corporation, 6/F, Block 3, SEG, High Technology Industrial Quarter, Hongli Road, Shenzhen, China, Post Code: 518028. Upon QDI's receipt of the signed License Agreement, QDI grants you a non-exclusive royalty-free right to reproduce and distribute the object code version of the Software provided that you: (a) distribute the Software only in conjunction with and as a part of your software application or hardware product which is designed, developed, and tested to operate with the QDI software; (b) adhere to the installation guidelines provided with the Software; (c) do not use QDI's name, logo, or trademarks to market your software application or hardware product; (d) agree to indemnify, innocently hold, and defend QDI from and against any claims or lawsuits, including attorney's fees, that arise or result from the use or distribution of your software application or hardware product. You have no right to modify the Software. 3. COPYRIGHT. The Software is owned by QDI or its suppliers and is protected by Chinese copyright laws and international treaty provisions. You may not remove the copyright notice from any copy of the Software or any copy of the written materials, if any, accompanying the Software. 4. OTHER RESTRICTIONS. This QDI License Agreement is your proof of license to exercise the rights granted herein and must be retained by you. You may not rent or lease the Software. You may not reverse engineer, decompile or disassemble the Software except to the extent such foregoing restriction is expressly prohibited by applicable law. NO WARRANTY. ANY USE BY YOU OF THE SOFTWARE IS AT YOUR OWN RISK. THE SOFTWARE IS PROVIDED FOR USAGE ONLY WITH QDI SOFTWARE PRODUCTS AND RELATED APPLICATION SOFTWARE AND/OR HARDWARE PRODUCTS. THE SOFTWARE IS PROVIDED FOR USE "AS IS" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, QDI AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. QDI IS NOT OBLIGATED TO PROVIDE ANY UPDATES TO THE SOFTWARE. NO LIABILITY FOR CONSEQUENTIAL DAMAGES. In no event should QDI or its suppliers be liable for any damages whatsoever (including, without limitation, incidental, direct, indirect special and consequential damages, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss) arising out of the usage or inability to use this QDI product, even if QDI has been advised of the possibility of such damages. Because some states/countries prohibit the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you. INDEMNIFICATION BY YOU. If you distribute the Software in violation of this Agreement, you agree to indemnify, innocently hold and defend QDI and its suppliers from and against any claims or lawsuits, including attorney's fees that arise or result from the use or distribution of the Software in violation of this Agreement. Should you have any questions concerning this Agreement, or if you desire to contact QDI for any reason, please contact your local QDI subsidiary or write: QDI Customer Sales and Service/QDI Corporation, 6/F, Block 3, SEG, High Technology Industrial Quarter, Hongli Road, Shenzhen, China, Post Code: 518028.