Scheduler Pro Ocx 2.2.6

CONTRACT FOR LICENSE OF USE OF THE ScPro ActiveX Control

ENTIRE AGREEMENT

Licensee acknowledges that Licensee has read this agreement and understands

this agreement (the "Agreement") is the final, complete and exclusive

statement of the entire agreement between Gaia Consulting di Campagnola Daniel

("GAIA") and Licensee. This Agreement supersedes any prior and

CONTRACT FOR LICENSE OF USE OF THE ScPro ActiveX Control

ENTIRE AGREEMENT

Licensee acknowledges that Licensee has read this agreement and understands

this agreement (the "Agreement") is the final, complete and exclusive

statement of the entire agreement between Gaia Consulting di Campagnola Daniel

("GAIA") and Licensee. This Agreement supersedes any prior and

contemporaneous proposals, purchase orders, advertisements, and all other

communications in relation to the subject matter of this agreement, whether

oral or written. No terms or conditions, other than those contained in

this Agreement, and no other understanding or agreement which in any way

modifies these terms and conditions, shall be binding upon GAIA unless made

by a written agreement, executed by duly authorized representatives of both

GAIA and Licensee.

LICENSED SOFTWARE AND DOCUMENTATION LICENSE

1. GAIA hereby grants Licensee a non-exclusive, non-transferrable and

perpetual license to use the enclosed computer software (the "Licensed

Software") and the associated printed documentation (the "Documentation"),

subject to the limitations set forth in this Agreement (the "License").

Licensee may use the Licensed Software only on one central processing unit

with one input terminal. All right, title and interest to the Licensed

Software and the Documentation are, and shall remain, in GAIA or GAIA's

licensors, as the case may be. Licensee have no right of access to the

source code of the Licensed Software. Licensee is not entitled to updates

or upgrades of the Licensed Software or Documentation.

2. Licensee may not alter, assign, create derivative works, decompile,

disassemble, distribute, lease, modify, reverse engineer, sublicense,

transfer or translate in any way the Licensed Software or Documentation

(except as specifically and expressly provided below for "redistributable

files"); provided, however, that Licensee may permanently and

simultaneously transfer all of the Licensed Software, Documentation and the

License if: a) Licensee delivers to the transferee the Licensed Software

and Documentation; b) notify GAIA in writing of such transfer; and c)

destroy any archival/backup copy. Licensee agrees that the transferee must

expressly accept all terms and conditions of this Agreement.

3. Licensee MAY NOT COPY the Licensed Software or Documentation (except as

specifically and expressly provided below for "redistributable files");

provided, however, that Licensee may make one (1) copy of the Licensed

Software for archival/backup purposes.

4. Licensee may create application software using the Licensed Software,

including the trade secrets and confidential information of GAIA, and

Licensee may incorporate in such application software, in executable form,

those files identified in the Documentation as "redistributable files."

Licensee MAY NOT distribute the Licensed Software, in any format, to other

users for development purposes. In particular, if Licensee creates a

control using the Licensed Software as a constituent control, Licensee

MAY NOT distribute the control created with the Licensed Software (in any

format) to users for development purposes.

5. If either the Licensed Software or Documentation is used in any way not

expressly and specifically permitted by this License, then the License

shall immediately terminate. Upon the termination of the License, Licensee

shall thereafter make no further use of the Licensed Software or

Documentation, and Licensee shall return to GAIA all licensed materials,

postage prepaid.

WARRANTIES

1. LIMITED WARRANTY ON DISTRIBUTION MEDIA. For a period of thirty (30)

days following the date of delivery of the Licensed Software and

Documentation to Licensee as the original licensee, if evidenced by

Licensee's receipt as such, (the "Warranty Period") GAIA warrants the

DISTRIBUTION MEDIA (the "Media"), such as diskettes or CDs, on which the

Licensed Software is embodied to be free from defects in materials and

workmanship under normal use. The warranty is personal to Licensee, and

no warranty is made to Licensee's transferees. Any implied warranties of

merchantability or fitness for a particular purpose for the media are

limited in duration to the Warranty Period, after which time all

warranties, of whatever nature, are specifically disclaimed.

2. NO WARRANTY ON LICENSED SOFTWARE OR DOCUMENTATION. GAIA licenses the

Licensed Software and Documentation solely on an "AS IS" basis without

warranties of any kind, such as warranties of merchantability or fitness

for any particular purpose. The entire risk of quality and performance is

with Licensee. The Software and Documentation are not represented to be

error-free. If either the Licensed Software, Documentation or both prove

to be defective, Licensee assumes the entire cost of all servicing,

correction or repair.

3. The foregoing warranty gives Licensee specific legal rights, and

Licensee may also have other rights which vary from state to state. Some

states do not allow the limitation or exclusion of implied warranties, so

the above limitations may not apply to Licensee.

EXCLUSION OF RESPONSIBILITY

GAIA shall not in any way be held responsible for any possible errors in the

ActiveX and/or in its documentation. Licensee shall assume all the expenses

incurred for whatever maintenance work, rectification or repairs. Similarly, GAIA

shall not be in any way held responsible for any damage and/or loss of profit

deriving from the use of the ActiveX o from failure to use it.

COMPETENT AUTHORITIES

In the event of any controversies arising from this contract, the competent

authority in Italy shall be the Court of Verona; while abroad, the rules and

regulations in force in each country shall apply.