Computer Associates International, Inc. Cosmo Player License and Distribution Agreement Before you download the computer Program(s) identified above (the "Program(s)"), we need to establish what you can expect from us, Computer Associates International, Inc. ("CA") and what we expect from you. By entering into this Agreement with CA, you will be given certain rights to bundle or integrate the Program(s) into computer program(s) that you license to others and subject to certain restrictions with respect to the use and distribution of the Program(s). If you agree with what you read below and are authorized by your company to enter into this Agreement, complete the on-line registration form, then click the "I Accept" button on our final screen and proceed to download the Program(s). We will then have an agreement in place governing your rights and our obligations with respect to the Program(s). If you do not agree with what you read below, then do not proceed any further and do not click the "I Accept" button. If you have any questions about this Agreement, send us an e-mail at cosmosoftware@platinum.com and we will try to respond to your questions. LICENSE CA grants you a worldwide, non-exclusive, royalty-free and non- transferable license to promote, market, reproduce and distribute the unaltered Program(s), directly or through other resellers, but solely as integrated into or bundled with your computer program which adds substantial added value to the Program(s) (the "Bundled Program"). You may not distribute the Program on a stand-alone basis, except as an upgrade to existing licensees of the Bundled Program. You will ensure that as part of the set up and installation procedure for the Bundled Program, the end user is presented with CA's then current on-screen license agreement/ a valid on-screen license agreement not materially inconsistent with the usage rights and obligations contained in this Agreement requiring the end user to accept the terms prior to installation of the Program(s). You will also ensure that each reseller authorized by you to distribute the Program(s) as part of the Bundled Program(s) has a valid agreement in place with you that it is at least as protective of CA's rights in the Program(s) as are contained in this Agreement. As part of this Agreement, CA may from time to time provide updates to the Program(s) via its website. Such updates will not include any major improvements which CA generally makes available for a separate charge. You agree to use your reasonable efforts to cease reproduction and distribution of older versions of the Program(s) that have been superseded by an update and to promptly incorporate the updated Program(s) into the Bundled Program(s). You may deplete your existing inventory of Bundled Program(s) including the superseded Program(s), provided that you notify end users of such Program(s) in writing that updated versions of the Program(s) are available for downloading on the CA website. CA has no obligation to develop or distribute any updates as part of this Agreement. OWNERSHIP The Program(s) are protected by national copyright laws and international copyright treaties. The source code of the Program(s) are protected as a trade secret. CA and/or its licensors retain all proprietary rights in or related to the Program(s). You are granted only the limited rights specified in this Agreement with respect to the object code versions of the Program(s). You agree to faithfully reproduce all copyright notices and other proprietary legends contained in the Program(s) on each copy of the Program(s) that you license as part of the Bundled Program. You may use the CA trademarks and logos identified in the attached schedule in your marketing and promotional literature for the Bundled Program, provided that you make a copy of such materials available to CA for approval prior to such use and that you do not assert any rights or interests inconsistent with CA's ownership of such trademarks and logos. You agree not to decompile, disassemble or reverse engineer the Program(s), except as and to the extent that applicable law may allow you to do so despite this restriction. COPIES AND REPORTS At least 10 days prior to your first shipment or distribution of each new Bundled Program, or any major upgrade, you will provide CA with a royalty-free copy of such Bundled Program for CA's inspection and approval. If CA determines, in its reasonable discretion, that the distribution of the Bundled Product with the Program(s) is materially inconsistent with CA's interest, CA will promptly notify you and you agree not to ship or distribute such Bundled Product with the Program(s) or use any CA trademark or logo in connection with such Bundled Program. Upon your request, CA will destroy such evaluation copy of the Bundled Program. You agree to provide CA with monthly reports of all Bundled Program(s) licensed to end users directly or through your resellers indicating the names and quantities of Bundled Program(s) shipped or otherwise distributed in the preceding month. You agree that upon reasonable prior notice CA may inspect your books and records and computer equipment solely to verify your compliance with this Agreement. WARRANTIES AND LIMITATION OF LIABILITY To the best of CA's knowledge, without duty to investigate, the Program(s) do not infringe the intellectual property rights of any other person. As CA makes the Program(s) available on a royalty-free basis, you accept the Program(s) "AS-IS", with no warranty of any kind. CA does not warrant that the Program(s) will be error-free or operate in an uninterrupted manner. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, CA MAKES NO WARRANTY OR CONDITION, EITHER EXPRESS OR IMPLIED WITH RESPECT TO THE PROGRAM(S), AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE AND NON- INFRINGEMENT. YOU AND YOUR END USERS ACCEPT THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE PROGRAM(S) AND BUNDLED PROGRAM(S). UNDER NO CIRCUMSTANCES WILL CA, ITS LICENSORS OR RELATED PERSONS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL OR INCIDENTAL DAMAGES OR LOSSES, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON YOUR CLAIMS OR THOSE OF YOUR RESELLERS OR CUSTOMERS (INCLUDING CLAIMS FOR LOSS OF DATA, GOODWILL, PROFITS, USE OF MONEY, COMPUTERS OR THE PROGRAM(S), INTERRUPTION IN THE USE OR AVAILABILITY OF DATA, STOPPAGE OF WORK OR OTHER IMPAIRMENT OF ASSETS), ARISING OUT OF BREACH OR FAILURE OF WARRANTY OR REMEDY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE. IN NO EVENT WILL CA'S, ITS LICENSORS' OR RELATED PERSONS' AGGREGATE LIABILITY EXCEED TEN THOUSAND DOLLARS IN THE AGGREGATE. THIS EXCLUSION AND LIMITATION WILL NOT APPLY ONLY IF AND TO THE EXTENT THAT APPLICABLE LAW REQUIRES LIABILITY BEYOND AND DESPITE THIS EXCLUSION AND LIMITATION. TERM AND TERMINATION This Agreement becomes effective upon your acceptance for an initial term of one year, and will automatically renew for successive one year periods, unless either you or CA provides notice of its intent to terminate at least 30 days prior to the expiration of the initial term or any renewal term. CA may terminate this Agreement immediately upon notice to you if you breach any term of this Agreement that remains uncured for 30 days after receipt of CA's notice of default. Upon termination of this Agreement for any reason, you and your resellers must cease reproduction and distribution of the Program(s) and all use of the CA trademarks, and destroy all copies of the Program and information designated by CA as confidential in your possession or control. Unless CA has terminated this Agreement for your uncured breach, you may continue to license your existing inventory of Bundled Program(s) with the Program(s) on hand on the date of expiration or termination for a period not to exceed 90 days. Expiration or termination of this Agreement will not affect any previously authorized licenses of the Program(s) granted by you or your resellers to end users. MISCELLANEOUS The Program(s) are subject to U.S. export control regulations. You acknowledge that you are not, and will not distribute the Program(s) directly or indirectly to, a national or resident of Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria or any other country under current trade embargo by the U.S. Government. You agree not to download or otherwise export or re-export the Program(s) or related technical data, or direct products thereof, into any such country. If you or any licensee of the Program(s) are a U.S. government agency, then you acknowledge that (i) in accordance with section 12.212 of the Federal Acquisition Regulations, use, duplication and disclosure of the Program(s) and related documentation is governed by, and subject to, this Agreement and (ii) if, for any reason, that section 12.212 is not applicable, then use, duplication and disclosure of the Program(s) and related documentation is subject to the Commercial Computer Software Restricted Rights clause, FAR §52.227.19(c). Manufacture r is CA technology, inc., 1815 S. Meyers Road, Oakbrook Terrace, Illinois 60181. [Any notices required or permitted under this Agreement should be sent by you to CA at this address, ATTN: Cosmo Player Distribution, or via email to cosmosoftware@platinum.com and will be sent by CA to you at the address indicated on the registration form you submit in connection with this Agreement.] This Agreement states the entire agreement between us with respect to the Program(s) and any related documentation and overrides the terms of any purchase order that you may place with us. It is governed by the laws of the State of Illinois, U.S.A, and may be modified or supplemented only in writing signed by both of us. We agree to exclude the U.N. Convention of Contracts for the International Sale of Goods, if applicable.