Fletcher-Flora, Inc PROGRAM LICENSE AGREEMENT Licensee acknowledges that Licensee has read or is otherwise aware of the terms and conditions stated herein and governing the use of the Program and associated software, and agrees to be bound by those terms and conditions. Any questions regarding the terms and conditions should immediately be addressed to FLETCHER-FLORA, INC., in writing, at 1580 Orangethorpe Way, Anaheim, CA 92801. FLETCHER-FLORA, INC. Program License Agreement THIS PROGRAM LICENSE AGREEMENT BETWEEN FLETCHER-FLORA, INC. AND LICENSEE SUPERSEDES IN ITS ENTIRETY ANY SOFTWARE LICENSE AGREEMENT APPEARING IN THE USER GUIDE. LICENSEE SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE INSTALLING THE SOFTWARE. LICENSEE AGREES THAT BY SIGNING THIS AGREEMENT OR BY OPENING THE PACKAGE CONTAINING THE SOFTWARE LICENSEE ACCEPTS ALL OF THE FOLLOWING TERMS AND CONDITIONS. LICENSEE FURTHER AGREES THAT IF LICENSEE DOES NOT ACCEPT AND AGREE WITH ANY OF THE FOLLOWING TERMS AND CONDITIONS, LICENSEE SHALL PROMPTLY, BUT IN NO EVENT LATER THAN 20 DAYS FROM THE DATE OF DELIVERY OF SOFTWARE TO LICENSEE, RETURN THE PACKAGE AND ITS CONTENTS FOR A FULL REFUND. HOWEVER, NO REFUND WILL BE GIVEN IF THE SEALED PACKAGE CONTAINING THE SOFTWARE HAS BEEN OPENED OR IF ANY OF THE COMPONENTS OF THE PRODUCT ARE MISSING. FLETCHER-FLORA, INC. provides this Program and licenses its use on the terms and conditions stated herein. Licensee assumes sole responsibility for the selection of the Program to meet Licensee's desired results, and for the installation, use and results obtained from the Program. License. Licensee is licensed to: A. Install the Program on a single, designated computer only. B. Install the Workstation Client on any number of computers. C. Copy each portion of the Program into any machine readable form only for backup purposes for the appropriate Designated Computer. You must reproduce and include the copyright notice of other proprietary on any copy. D. Transfer each portion of the Program from one Designated Computer to another Designated Computer provided that you conform with "A" above. LICENSEE MAY NOT USE, COPY, MODIFY, DISASSEMBLE, REVERSE ENGINEER, CREATE DERIVATIVE WORKS, OR TRANSFER THE PROGRAM, OR ANY COPY, MODIFICATION OF MERGED PORTION, IN WHOLE OR IN PART, EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS LICENSE. IF LICENSEE TRANSFERS POSSESSION OF ANY COPY OF THIS PROGRAM TO ANY OTHER PARTY, LICENSEE'S LICENSE IS AUTOMATICALLY TERMINATED. THE LOOK AND FEEL OF THE PROGRAM AND WORKSTATION CLIENT CANNOT BE COPIED OR USED TO CREATE DERIVATIVE WORKS. LICENSEE SHALL NOT SELL, TRANSFER, RENT OR OTHERWISE CHANGE OWNERSHIP OF THE USER LICENSE WITHOUT EXPRESS WRITTEN PERMISSION FROM FLETCHER-FLORA, INC. IF LICENSEE CHANGES THE NAME OF THE LICENSE HOLDER WHILE NOT CHANGING OWNERSHIP, LICENSEE SHALL BE REQUIRED TO PAY TO FLETCHER-FLORA, INC. A FEE FOR SUCH CHANGE AT ITS THEN CURRENT RATE. IN THE EVENT LICENSEE DESIRES TO SELL OR ASSIGN THE LICENSE, THE FOLLOWING PROVISIONS SHALL APPLY: A. Licensee shall obtain written permission from FLETCHER-FLORA, INC., disclosing all pertinent terms of the sale or assignment, including the identity of the purchaser or assignee. B. A fee of 50 percent of the software value at the time of sale or assignment shall be charged and paid to FLETCHER-FLORA, INC. prior to the sale or assignment to re-license the Program software to the new owner or assignee. C. FLETCHER-FLORA, INC. will provide on-site training and installation for the new owner. D. Any hardware warranty shall not be transferable. E. On obtaining written permission and payment of the fee provided above, the limited warranty applicable to the software shall be transferable. Term of License. The license shall remain in effect until terminated. Licensee may terminate the license at any time by destroying all copies, modifications, or merged portions of the Program. The license shall also terminate upon conditions, if any, set forth in other parts of this Agreement, or if Licensee fails to comply with any term or condition of this Agreement. Licensee agrees upon such termination to destroy the Program, any and all copies, modifications, or merged portions in any form. Waiver and Disclaimer of Expressed and Implied Warranties. EXCEPT AS STATED HEREIN, LICENSEE ACKNOWLEDGES THAT THE PROGRAM IS PROVIDED "AS IS", WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; THAT THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PROGRAM IS WITH LICENSEE, AND THAT SHOULD THE PROGRAM PROVE DEFECTIVE, EXCEPT AS PROVIDED HEREIN, LICENSEE ASSUMES THE RISK AND LIABILITY FOR THE ENTIRE COST OF ALL NECESSARY REPAIR, SERVICE OR CORRECTION. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NO OTHER WARRANTIES ARE MADE WITH RESPECT TO THE PROGRAM, AND FLETCHER-FLORA, INC. EXPRESSLY DISCLAIMS ALL WARRANTIES NOT STATED HEREIN. FLETCHER-FLORA, INC. DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET LICENSEE'S REQUIREMENTS, OR THAT THE OPERATION OF THE PROGRAM SHALL BE UNINTERRUPTED OR ERROR FREE. ADDITIONALLY, LICENSEE ASSUMES RESPONSIBILITY FOR THE SELECTION OF THE PROGRAM TO ACHIEVE THE RESULTS INTENDED BY LICENSEE AND FOR THE INSTALLATION, USE AND RESULTS OBTAINED FROM THE USE OF THE PROGRAM. SOME STATES AND JURISDICTIONS DO NOT ALLOW THE WAIVER OR EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE WAIVER AND DISCLAIMER MAY NOT APPLY TO LICENSEE. THE LIMITED WARRANTY PROVIDED HEREIN GIVES LICENSEE SPECIFICALLY THE RIGHTS AND LICENSEE MAY HAVE OTHER RIGHTS WHICH MAY VARY. Limited Warranty. FLETCHER-FLORA, INC. does not warrant that the diskette(s) or CD on which the Program is furnished shall be free from defects in materials and workmanship for a period of 90 days from the date of delivery to Licensee. THIS WARRANTY IS LIMITED TO LICENSEE AND IS NOT TRANSFERABLE. Limitations of Remedies. The entire liability of FLETCHER-FLORA, INC. and Licensee's exclusive remedies shall be the replacement of any diskette(s) or CD not meeting the "Limited Warranty" if it is returned to FLETCHER-FLORA, INC. or an authorized dealer, together with a copy of the receipt for purchase; if FLETCHER-FLORA, INC. or the dealer is unable to deliver a replacement diskette(s) or CD which is free from defects in material and workmanship, Licensee may terminate this Agreement by returning the Program, documentation and any other materials provided for full refund. IN NO EVENT SHALL FLETCHER-FLORA, INC. BE LIABLE TO LICENSEE OR ANY OTHER PERSON FOR ANY DAMAGES, INCLUDING ANY INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, EXPENSES, LOST PROFITS, LOST SAVINGS OR OTHER DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE PROGRAM, EVEN IF FLETCHER-FLORA, INC. OR AN AUTHORIZED DEALER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR FOR ANY CLAIM BY ANY OTHER PARTY. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND THE ABOVE LIMITATION AND EXCLUSION MAY NOT APPLY TO LICENSEE. General Provisions. This Agreement shall be governed by and interpreted according to the laws of the State of California. Any legal action, arbitration or other proceeding to interpret or enforce the provisions of this Agreement shall be held exclusively at Orange County, California, and this choice of venue is intended to be mandatory and not permissive; and, in any such legal action, arbitration or other proceeding, the prevailing party shall be entitled to an award of reasonable attorney's fees together with costs. This Agreement and all its terms and conditions shall be binding upon and benefit each of the parties, their respective heirs, successors, representatives, officers, directors, shareholders and assigns. If any term or provision of this Agreement is determined to be illegal, unenforceable or invalid, in whole or in part, for any reason, such term or provision shall be stricken, which shall not affect the legality, enforceability or validity of the remainder of this Agreement; and, such stricken provision shall be replaced, to the extent possible, with a legal, enforceable and valid provision similar in intent to the stricken provision.