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License of Use

This Agreement sets forth the terms and conditions in which Sierra Technology Group S.A., a company incorporated and existing in Argentina, with registered offices in Rivera Indarte 565, Buenos Aires City, (“SIERRA”) grants a software use license.

SIERRA hereby grants to the buyer of this software license (“USER”) a limited, nontransferable, perpetual and nonexclusive license to use the software application (“SOFTWARE”) in all its extension, according to the following terms and conditions.

The license to use the software (LICENSE or software license) is identified with a serial number.

By installing the licensed software, USER accepts the terms and conditions set forth in this Agreement. If the USER does not accept this terms and conditions, USER must not install and use the licensed software.

1. INTRODUCTION – OBJECT

By this Agreement, SIERRA grants USER a limited and non-transferrable, perpetual and nonexclusive license to use the SOFTWARE, allowing USER to download, install and use it.

2. REQUIREMENT OF USER INFORMATION

USER must register the LICENSE under the USER name and activate the SOFTWARE within a limit period from its installation; otherwise, the software shall cease working until its activation. Activation is performed on-line or off-line through the activation wizard provided in the application. Activation requires access to Internet and an e-mail address.

USER shall be requested certain information regarding USER and its commercial activities to register and activate the SOFTWARE. If the information provided by USER is false or cannot be validated, the LICENSE shall automatically be terminated, and the SOFTWARE shall cease running.

SIERRA shall only be authorized to use such information for its own business, but not to market or sell it to any third party.

3. RESTRICTIONS TO THE LICENSE

SIERRA keeps every author right, titles and faculty not expressly granted to the USER hereby. Only to clarify and give an example of the acts that are forbidden to the USER, it is mentioned that:

3.1. No copies of the SOFTWARE can be made, other than the only one authorized backup copy.

3.2. The SOFTWARE cannot be used in more than one computer at the same time, nor it can be made accessible to other computers or more than one user through a network.

3.3. The SOFTWARE can only be used by USER or its employees. The SOFTWARE cannot be leased, or its use allowed to third parties through a time-sharing service, or “users’ clubs”. USER shall not sub-license the software nor market it, total or partially in any way. Being a condition of this license that the Software use is limited to the company of the USER.

3.4. The SOFTWARE cannot be modified or translated;

3.5 The LICENSE cannot be assigned nor transferred to any third party, by any manner whatsoever, for no purpose at all, either free or for a charge, without the express and written authorization from Sierra, and payment of the applicable charges.

3.6. The SOFTWARE cannot be subject to any reverse engineering or similar process, as well as to any other process to avoid or supersede its protection and security devices or mechanisms. USER shall not use the Software or the information contained in the Software to develop software that might compete with the Software.

4. LIMITED WARRANTY

4.1 The SOFTWARE is provided “as it is”, without warranty of any kind, expressed or implied, including the implied warranties of merchantability, non-infringement or fitness for a particular purpose. USER is recommended to test the SOFTWARE extensively before using it in a productive environment, being USER the sole responsible to determine whether or not the SOFTWARE serves USER requirements and needs. As there is a trial version of the SOFTWARE available for testing, no refund claims will be accepted.

4.2 SIERRA does not warrant that the SOFTWARE shall be free of errors or appear precisely as described in the Software documentation, nor that its use shall be interrupted. Due to the wide range of computers and conditions in which the SOFTWARE may be used, USER assumes the risk of the SOFTWARE result and performance and its ability to perform as described.

4.3 Security Device: To avoid its illegal use, SOFTWARE is delivered together with a security/protection device. Software will not work if the security device is not properly installed or missing.

For a period of 180 days since the acquisition date, SIERRA will replace a defective security device returned by USER, provided that the device has presented manufacturing errors. SIERRA shall have no liability or obligation to replace the security device if it was damaged by accident, improper use, electric shocks or after the aforementioned term.

4.4. Warranty Conditions: It shall be condition for the software performance and defective protection device warranty to be effective, that USER have registered and activated the SOFTWARE, except in case that the defects in the protection device have prevented USER to perform the installation, registration or activation.

WARRANTY LIMITATION: SIERRA AND ALL PERSONS INVOLVED IN THE SOFTWARE CREATION, PRODUCTION OR MARKETING, ITS EMPLOYEES OR DISTRIBUTORS SHALL NOT BE LIABLE FOR ANY DAMAGE, DIRECT OR INDIRECT, CONSEQUENTIAL OR INCIDENTAL, DUE TO THE USE OR THE INABILITY TO USE THE SOFTWARE. IN ANY CASE, LIABILITY OF ANY OF THE AFOREMENTIONED SHALL BE LIMITED TO THE AMOUNT PAID AS LICENSE OR ROYALTY FEE. IN CASE THAT THIS WARRANTY LIMITATION IS NOT PERMITTED BY THE LAW, IT WILL SURVIVE TO THE EXTENT PERMITTED.

5. SOFTWARE UPDATES

USERS who have activated and registered the SOFTWARE shall be eligible to receive software updates that SIERRA may release from time to time, to the applicable fees set forth for such upgrades.

Minor software versions (maintenance releases) of the last available major software version that SIERRA may release from time to time, will be available through the live-update service free of charge.

6. CONFIDENTIALITY, TRADE SECRETS

6.1 SIERRA will provide USER with certain confidential information and documents for the better fulfillment of this Agreement. USER acknowledges that this information is confidential and proprietary of SIERRA and compromise himself to preserve it and maintain it confidential for all the term that might last the relationship between the parties.

6.2 Upon termination of the license granted hereby, USER compromises himself to destroy all the files and documents delivered to USER as per this Agreement within 10 days upon termination.

6.3 USER acknowledges that all the ideas, sequences, structure, organization, routines, procedures, algorithms, programs and user interfaces contained in the SOFTWARE to which he accesses due to this Agreement, all of which are SIERRA’s Trade Secrets and proprietary information. USER hereby acknowledges that he is to prevent these Trade Secrets and proprietary information from disclosure, being an essential condition to this Agreement, because the disclosure of these Trade Secrets and proprietary information would deprive SIERRA from peaceful and exclusive use of its undisclosed information and Intellectual Property rights. Therefore, USER binds himself to maintain SIERRA’s secrets undisclosed and to notify by writing the obligation of maintaining in strict confidentiality to any member of its staff that may have access to the SOFTWARE.

7. LICENSE TERMINATION

SIERRA shall terminate this Agreement, without need to serve any previous notification to USER, if USER incurs in any of the followings situations:

7.1 Judicial or extra-judicial winding-up or bankruptcy process;

7.2 Commits a material breach of any term of this Agreement and fails to remedy such breach within ten (10) days after receiving written notice from SIERRA. SIERRA may suspend the license until receiving a satisfactory answer from USER.

7.3 SIERRA may suspend the license and USER’s right to use the SOFTWARE if USER performs acts by which SIERRA may presume that the SOFTWARE is being used in breach to this Agreement. In this case, SIERRA shall request USER clarifications to USER, and if they are not given satisfactorily, SIERRA shall have the right to terminate the license.

7.4 SIERRA may decide not to continue offering new licenses to use the SOFTWARE of this kind at any time, or change the terms and conditions for the licenses to use the SOFTWARE for future sales. In this case SIERRA shall previously notify to the USER through the official website and/or messages to the email address of the registered USER.

8. OBLIGATIONS AFTER TERMINATION

This LICENSE shall be effective until its termination caused by:

a) Termination by USER

b) Breach by USER to any of the terms and conditions of this Agreement.

Upon termination of this License, USER shall within the five (5) following days:

7.1 Delete any copy of the Software from its computers

7.2 Destroy any physical support of the Software

9. GENERAL DISPOSITIONS

9.1 The clauses’ headlines of this Agreement are not part of it, their purpose is mainly to facilitate its reading and do not restrain nor extend the agreed in the text.

9.2 If any of the provisions of this Agreement are found to be invalid, such invalidity will not nullify the rest of them, and the rest of the Agreement will remain valid and enforceable.

9.3 Any waiver to compliance of the terms of this Agreement will only bind the parties if in writing, it will be applied only to specified cases, and will not affect the terms and conditions agreed upon hereby.

9.4 This Agreement prevails over any previous Agreement between the parties in connection with the Software.

9.5 All the notifications permitted or required by this Agreement may be made electronically, including messages displayed to USER while the Software is being used, and USER expressly accepts the validity of such notifications.

10. Applicable Law

This Agreement will be construed, ruled and applied by the Argentine Law. Any difference among the parties will be resolved by the courts of the City of Buenos Aires, Argentina.