           FOLIO INFOBASE WEB SERVER SOFTWARE LICENSE AGREEMENT

IMPORTANT - READ CAREFULLY BEFORE OPENING THIS PACKAGE - This is a legally binding agreement ("Agreement") between you and Folio Corporation  ("Folio") and supersedes any purchase order placed by you.  These are the only terms and conditions applicable to your rights with respect to the computer programs and documentation, in computer accessible or paper form, contained in this package ("Software") and  Folio's obligations to you.  If you do not agree to the terms of this Agreement return this package to the point of acquisition for a credit or refund.

1.   LICENSE.  By acquiring the Software, you have obtained the non-exclusive right to "use the Software" on one computer for "Non-commerce purposes" (defined below), subject to the terms and conditions of this Agreement.  "Use of the Software" occurs when the Software is loaded into temporary memory (e.g. RAM) or into a permanent storage device (e.g. hard disk, CD-ROM or other functionally similar device) of a computer.  "Non- commerce purposes" are limited to your "use of the Software" to publish or disseminate information solely on your behalf without imposing a fee to access such information.   You may make a single extra copy of the Software for backup purposes.

2.   RESTRICTIONS.  You may not and you may not permit others to (a) disassemble, decompile or otherwise derive source code for the Software, (b) reverse engineer the Software, (c) modify or prepare derivative works of the Software, (d) copy the Software, except as expressly permitted in this Agreement, (e) rent or lease the Software, (f) use the Software in any manner that infringes the intellectual property or other rights of another party, or (g) transfer the Software or any copy thereof to another party, unless you transfer all media and written materials in this package and retain no copies of the Software  (including prior versions of the Software) for your own use.

3.   OWNERSHIP.  Folio and its licensors own the Software and all trade secrets, copyrights, patents and other intellectual property rights therein, which you agree to preserve.
  
4.   LIMITED WARRANTY.  For a period of 60 days from the date the Software is acquired by you, Folio warrants that the media upon which the Software resides will be free of defects that prevent you from loading the Software on your computer.  Folio's sole obligation under this warranty is to replace any defective media, provided that you have given Folio notice of the defect within such 60 day period. The Software is licensed to you on an "AS IS" basis without any warranty of any nature. However, if you are not satisfied with the Software, for any reason, you may return it to the point of acquisition for a credit or refund at any time prior to 60 days after you acquired it.  You may not retain any copies of the Software returned to Folio.  FOLIO DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 

5.   LIABILITY LIMITATIONS; EXCLUSIVE REMEDIES.  FOLIO SHALL NOT BE LIABLE FOR ANY DAMAGE OR LOSS, WHETHER DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL (INCLUDING LOST PROFITS), ARISING OUT OF OR RESULTING FROM YOUR POSSESSION OR USE OF THE SOFTWARE (INCLUDING DATA LOSS OR CORRUPTION), REGARDLESS OF WHETHER SUCH LIABILITY IS BASED IN TORT, CONTRACT OR OTHERWISE.  IF THE FOREGOING LIMITATION IS HELD TO BE UNENFORCEABLE, FOLIO'S MAXIMUM LIABILITY TO YOU SHALL NOT EXCEED THE AMOUNT OF THE LICENSE FEES PAID BY YOU FOR THE SOFTWARE.  THE REMEDIES AVAILABLE TO YOU AGAINST FOLIO UNDER THIS AGREEMENT ARE EXCLUSIVE.  SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES OR LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

6.   U.S. GOVERNMENT RESTRICTED RIGHTS.  If the Software is acquired by the U.S. Government or on its behalf, the Software is furnished with RESTRICTED RIGHTS.  Use, duplication or disclosure of the Software by the U.S. Government and parties acting on its behalf is governed by, and subject to the restrictions set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable.  The Contractor/manufacturer of the Software is Folio Corporation, 5072 North 300 West, Provo, Utah 84604, (801) 229 - 6700.

7.   MISCELLANEOUS.  Utah law shall govern the interpretation and enforceability of this Agreement.  This Agreement, and your right to use the Software, will terminate upon your breach of this Agreement.  If any provision of this Agreement is held to be unenforceable, then such unenforceable provision shall be deemed stricken from this Agreement, and the remaining provisions shall be enforced in accordance with their terms.  In the absence of a written agreement signed by you and Folio, this Agreement is the complete agreement between you and Folio with respect to the Software.

