SOFTWARE LICENSE AGREEMENT

       If you have authority to bind your company to the terms of this agreement, then clinking upon “ACCEPT” shall act to bind both you and your company to all of the terms of this SOFTWARE LICENSE AGREEMENT. If you do not have such authority, then clicking upon “ACCEPT” shall act to bind you individually to all of the terms of this SOFTWARE LICENSE AGREEMENT, including the provisions prohibiting distribution of or access to the SOFTWARE to third parties. Third parties include any person or entity not bound by the terms of this SOFTWARE LICENSE AGREEMENT.

       This SOFTWARE LICENSE AGREEMENT is between The Gates Corporation d.b.a. The Gates Rubber Company, having an office at 900 South Broadway, Denver, Colorado 80209, a Delaware Corporation, (Licensor), and you and/or your company (Licensee) and determines the rights and licenses granted to the Licensee in the SOFTWARE.

Definitions.
     As used herein, the following definitions shall apply:
     ACCEPTANCE shall mean your demonstration of assent to the terms and conditions of this SOFTWARE LICENSE AGREEMENT by clicking upon or otherwise activation of the “ACCEPT” button.
     SOFTWARE shall mean the software to be made useable upon your acceptance of the terms of this SOFTWARE LICENSE AGREEMENT;
     GATES PRODUCTS shall mean hose and connector products and associated hardware manufactured by Licensor or sold or marketed under any Licensor's label;
     "Use" shall mean the reading into or out of memory of the SOFTWARE or the execution of the SOFTWARE, in whole or in part; and,
     "Confidential Information" shall mean any and all information, data, specifications, designs, constructions, techniques, formulae, materials, and manufacturing processes of or concerning GATES Products, except, information which is: published or otherwise becomes part of the public domain through no act or omission of Licensee; received by Licensee from a third party who is legally in possession of the same and not under an obligation of confidentiality with respect thereto; or, was already in possession of Licensee, with no duty of confidentiality attached thereto, prior to its receipt from Licensor, as evidenced by written records. However, Confidential Information shall not be deemed within the foregoing exceptions if specific information is merely embraced by more general information in the public domain or in the possession of Licensee, or it constitutes a combination which can be reconstructed from multiple sources in the public domain or in the possession of Licensee or both, none of which shows the whole combination of the Confidential Information.
License.
     Licensor hereby grants to Licensee, and Licensee hereby accepts, a personal, nonexclusive and nontransferable license to Use the SOFTWARE, during the term hereof, for the limited purpose of facilitating the sale and marketing of GATES PRODUCTS.

     Licensee hereby acknowledges and agrees that Licensor retains all intellectual property rights, including but not limited to patent, copyright, trade dress, trade secret, and trademark in the SOFTWARE, which are not specifically granted to Licensee herein and that the Licensor retains ownership thereof.

Term of license agreement.
     Unless otherwise terminated or canceled, the term of this SOFTWARE LICENSE AGREEMENT and of the license granted herein shall commence on the date of ACCEPTANCE and continue until termination by Licensor. The term hereof and license will be extended automatically and annually thereafter unless otherwise terminated or canceled.

Protection of SOFTWARE.
     Licensee acknowledges and agrees that the SOFTWARE, and all copies thereof, are Licensor's exclusive property, each contain Confidential Information, and constitute a valuable trade secret of Licensor. Licensee may not disclose nor make available to third parties the SOFTWARE or any portion thereof without Licensor's prior written consent. Licensee agrees to hold the Confidential Information in confidence indefinitely. This obligation of confidentiality shall survive termination, cancellation, or expiration of this License Agreement.

     Upon any termination, cancellation, or expiration hereof, Licensee shall cease all Use of the SOFTWARE and shall immediately destroy all copies thereof.

Reproduction and modification of SOFTWARE.
     Licensee may not copy or otherwise reproduce the SOFTWARE, in whole or in part. No backup or archival copies of SOFTWARE are allowed or necessary, as Licensor will provide replacement copies as necessary until termination, cancellation, or expiration of this SOFTWARE LICENSE AGREEMENT. Licensee may not modify the Software in any fashion nor create any derivative works therefrom.

Decompilation and Reverse Engineering
     Licensee hereby acknowledges it currently has no need and agrees that it will not attempt to cause interoperability between SOFTWARE and any other computer software or computer product. Licensee shall not decompile SOFTWARE or engage in any activity to recreate, in whole or in part, or otherwise view the source code or associated data, of SOFTWARE. Further, Licensee shall not engage in any reverse engineering or other activity, facilitated by access to SOFTWARE, to create a similar computer program or data.

Updates.
     At Licensor's sole discretion, updates may be forthcoming. As new releases are developed, they will be made available on a web site controlled by the Licensor.

Negation of warranty.
     THE SOFTWARE IS PROVIDED ON AN "AS IS" BASIS, AND THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. LICENSEE SHALL BE SOLELY RESPONSIBLE FOR THE SELECTION, USE, EFFICIENCY AND SUITABILITY OF THE SOFTWARE AND LICENSOR SHALL HAVE NO LIABILITY THEREFOR.

Negation of proprietary rights indemnity.
     LICENSOR SHALL HAVE NO LIABILITY TO LICENSEE FOR THE INFRINGEMENT OF PROPRIETARY RIGHTS BY THE SOFTWARE OR ANY PORTION THEREOF.

Limited Applicability.
     The SOFTWARE has been developed only in relation to GATES PRODUCTS. Accordingly, the results of any Use of the SOFTWARE in relation to other than GATES PRODUCTS are unknown. Licensor reserves the right to control or otherwise limit or expand applicability of SOFTWARE to any portion of GATES PRODUCTS or to any products Licensor may now or later manufacture or sell.

Termination/cancellation.
     Licensor may terminate/cancel this Agreement at any time, with or without cause, without prejudice to any other remedy Licensor may have, without refund of any fees due or collected, and without further obligation to Licensee. Licensor's foregoing rights and remedies shall be cumulative and in addition to all other rights and remedies available to Licensor in law and in equity. Licensee's obligations to Licensor regarding Confidential Information, protection, reproduction, modification, decompilation and reverse engineering of SOFTWARE shall survive any termination, cancellation or expiration of this Agreement.

Limitation of liability.
     IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS, ARISING OUT OF OR RELATED TO THIS SOFTWARE LICENSE AGREEMENT OR THE PERFORMANCE OR BREACH THEREOF, EVEN IF THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. LICENSOR'S LIABILITY TO LICENSEE HEREUNDER, IF ANY, SHALL IN NO EVENT EXCEED THE TOTAL OF THE LICENSE FEES PAID TO LICENSOR HEREUNDER BY THE LICENSEE.
     IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE FOR ANY DAMAGES RESULTING FROM OR RELATED TO ANY FAILURE OF THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO LOSS OF DATA, OR DELAY OF THE LICENSOR IN THE DELIVERY OF THE SOFTWARE OR IN THE PERFORMANCE OF SERVICES UNDER THIS LICENSE AGREEMENT OR RELATED AGREEMENTS.

General.
     The effective date of this Agreement shall be the date of ACCEPTANCE.

     This Agreement contains the entire agreement of the parties in respect of the subject matter hereof, supersedes all prior understandings, writings, proposals, representations or communications, oral or written, of either party and will be construed in all respects in accordance with the laws of the State of Colorado, notwithstanding Colorado choice of law provisions. All parties submit, hereby, to the jurisdiction of either the Courts of the State of Colorado or U.S. Federal District Courts within Colorado and agree to accept service of process by registered or certified mail, return receipt requested, in accordance with Colorado or Federal rules of civil procedure.

     Licensee shall adhere to the U.S. Export Administration Laws and Regulations and shall not export or re-export any technical data or SOFTWARE received from Licensor or the direct product of such technical data to any proscribed country listed in the U.S. Export Administration Regulations unless properly authorized by the U.S. Government and Licensor.

     The headings used in this License Agreement are for convenience only and are not intended to be used as an aid to interpretation.

     If any part of this License Agreement is held to be illegal or unenforceable, the validity or enforceability of the remainder of this License Agreement shall not be affected.