HANDS HIGH SOFTWARE LICENSE AGREEMENT

This is a legal agreement between you and Hands High Software, Inc. covering your 
use of Memo PLUSĒ Trial Version.  Be sure to read the following agreement 
before using the software.  IF YOU DO NOT AGREE TO THE TERMS OF THIS 
AGREEMENT, DO NOT USE THE SOFTWARE AND DESTROY ALL COPIES OF IT.

This Hands High End-User License Agreement ("EULA") is a legal agreement 
between you (either an individual or a single entity) and Hands High Software, Inc. 
By installing, copying, or otherwise using Memo PLUSĒ Trial 
Version ("the Software") on any computer or device, you agree to be bound 
by the terms of this EULA. If you do not agree to the terms of this EULA, 
you are not authorized to use the Software.

TERMS

This software is distributed as trial software. Hands High Software, Inc. grants 
you a non-exclusive license to use the Software for a period of 14 days for 
evaluation purposes. After 14 days, you are required to remove the Software 
from your computer and/or device. Hands High Software sells and distributes 
a "release" version of this product, which you may purchase on the Internet at
<http://www.handshigh.com/>.

WARRANTY

The Software is provided on an "AS IS" basis, without warranty of any kind, 
including without limitation the warranties of merchantability, fitness for 
a particular purpose and non-infringement. The entire risk as to the quality 
and performance of the Software is borne by you.  Should the Software prove 
defective, you, and not Hands High Software assume the entire cost of any 
service and repair. This disclaimer of warranty constitutes an essential part 
of the agreement. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF AN 
IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU AND YOU MAY
HAVE OTHER LEGAL RIGHTS THAT VARY BY JURISDICTION.

DISTRIBUTION

Commercial distribution of the Software is not allowed without permission 
of Hands High Software.  Contact Hands High Software, Inc. for details on obtaining 
a license. Non-commercial distribution is permitted, provided that this license 
accompanies the Software and all users agree to the terms of this license 
agreement.

You may not modify, translate, reverse engineer, decompile, disassemble or 
create derivative works based on the Software. You  may not copy the Software 
other than as specified above. You may not rent, lease, grant a security interest 
in, or otherwise transfer rights to the Software. You may not remove any 
proprietary  notices or labels on the Software. You must maintain all copyright 
notices on all copies of the Software. 

TITLE.

Title, ownership rights, and intellectual property rights in the Software 
shall remain in Hands High Software. The Software is protected by the 
copyright laws and treaties of the United States. 

TERMINATION.

The license will terminate automatically if you fail to comply with
the limitations described herein.  On termination, you must destroy
all copies of the Software and Documentation.

EXPORT CONTROLS.

None of the Software or underlying information or technology may be 
downloaded or otherwise exported or reexported (i) into (or to a national 
or resident of) Cuba, Iraq, Libya, Yugoslavia, North Korea,
Iran, Syria or any other country to which the U.S. has embargoed
goods; or (ii) to anyone on the U.S. Treasury Department's list of
Specially Designated Nationals or the U.S. Commerce Department's 
Table of Denial Orders. By downloading or using the Software, you 
are agreeing to the foregoing and you are representing and warranting 
that you are not located in, under the control of, or a national or resident 
of any such country or on any such list.

LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, 
OR OTHERWISE, SHALL HANDS HIGH SOFTWARE OR ITS SUPPLIERS OR RESELLERS BE 
LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, 
OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT 
LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER 
FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR 
LOSSES. IN NO EVENT WILL HANDS HIGH SOFTWARE BE LIABLE FOR ANY DAMAGES 
IN EXCESS OF THE AMOUNT HANDS HIGH SOFTWARE  RECEIVED FROM YOU FOR A 
LICENSE TO THE SOFTWARE, EVEN IF HANDS HIGH SOFTWARE SHALL HAVE BEEN 
INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY 
OTHER PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY 
FOR DEATH OR PERSONAL INJURY TO THE EXTENT APPLICABLE LAW PROHIBITS 
SUCH LIMITATION. FURTHERMORE, SOME JURISDICTIONS DO NOT ALLOW THE 
EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO 
THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

HIGH RISK ACTIVITIES.

The Software is not fault-tolerant and is not designed, manufactured
or intended for use or resale as on-line control equipment in hazardous 
environments requiring fail-safe performance, such as in the operation 
of nuclear facilities, aircraft navigation or communication systems, air 
traffic control, direct life support machines, or weapons systems, in 
which the failure of the Software could lead directly to death, personal 
injury, or severe physical or environmental damage ("High Risk Activities").  
Hands High Software, Inc. and its suppliers specifically disclaim any express or 
implied warranty of fitness for High Risk Activities.
  
MISCELLANEOUS.

If any provision of this Agreement is held to be unenforceable, such
provision shall be reformed only to the extent necessary to make it
enforceable.  This Agreement shall be governed by California law
(except for conflict of law provisions). The application the United
Nations Convention of Contracts for the International Sale of Goods is
expressly excluded.

U.S. GOVERNMENT RESTRICTED RIGHTS.  Use, duplication or disclosure by the 
Government is subject to restrictions set forth in subparagraphs (a) through 
(d) of the Commercial Computer-Restricted Rights clause at FAR 52.227-19 
when applicable, or in subparagraph (c)(1)(ii) of the Rights in Technical Data 
and Computer Software clause at DFARS 252.227-7013, or at 252.211-7015, or 
to Hands High Software's standard commercial license, as applicable, and in 
similar clauses in the NASA FAR Supplement. Contractor/manufacturer is 
Hands High Software, 1290 Cypress Street, East Palo Alto, CA 94303.

