IMPORTANT! READ CAREFULLY: THIS IS A LEGAL AGREEMENT. BY DOWNLOADING, INSTALLING, COPYING, SAVING ON YOUR COMPUTER, OR OTHERWISE USING THIS WEB PAGE (AS DEFINED BELOW), YOU (AS DEFINED BELOW) ARE BECOMING A PARTY TO THIS AGREEMENT AND YOU ARE ACCEPTING AND CONSENTING TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.

IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN YOU SHOULD NOT DOWNLOAD, INSTALL OR USE THE WEB PAGE. IF YOU HAVE ALREADY DOWNLOADED OR INSTALLED THE SOFTWARE YOU SHOULD REMOVE THE SOFTWARE FROM YOUR SYSTEM AND DESTROY ALL COPIES.

Upon Your acceptance of this License Agreement (the "Agreement"), Tec color grants to You a non-exclusive and non-transferable license to use the Web Page, upon and provided that You agree to the following terms:

1. PARTIES

"Tec Color" means Tec Color Inc, a Company registered in Puerto Rico and San Juan with its registered office located at San Juan, 7 Guayama St, San Juan, Puerto Rico, 00917.

"You" means any individual or legal entity exercising rights or purporting to exercise rights under, and complying with all of the terms of, this Agreement. For legal entities, "You" includes any entity that controls, is controlled by, or is under common control with You. For purposes of this definition, "control" means (a) the power, directly or indirectly, to control the direction or management of such entity, whether by contract or otherwise, and/or (b) ownership of fifty percent (50%) or more of the outstanding shares or beneficial ownership of such entity.

2. DEFINITIONS

" Tec Color " means the Tec Color-inc together will all data files and documentation files that are distributed by Teccolor in the same package as the executable code.

3. GRANT OF LICENSE

Is the property of Tec Color or its suppliers. The Web page is licensed, not sold. Title and copyright to the Web page, in whole and in part and all copies thereof, and all modifications, enhancements, derivatives and other alterations of the Software regardless of who made any modifications, if any, are, and will remain, the sole and exclusive property of Tec Color and its suppliers.

The Web page is protected by copyright law in Puerto Rico and by international treaty provisions. Further, the structure, organization, and code embodied in the Web page are valuable and confidential trade secrets of Teccolor and its suppliers and are protected by intellectual property laws and treaties. You agree to abide by the copyright law and all other applicable laws including, but not limited to, export control laws.

You may:

(I) save and use the number of copies of the Web page for which the corresponding fee has been paid, in perpetuity unless terminated under the specific provisions of this Agreement;

(ii) Make one copy of the Web page for archival purposes.

You may not:

(I) sell, redistribute, encumber, give, lend, rent, lease, sublicense, or otherwise transfer the Software, or any portions of the Software, to anyone without the prior written consent of Tec Color;

(ii) reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the Software, or create derivative works from the Web page;

(iii) Install and run the Web page from a network server, or use the Software on different computers, except to the extent that multiple user licenses have been purchased.

This Agreement entitles You to use the Web page on one computer or on multiple computers if they are all used exclusively by the same individual. You may purchase an additional user license entitling You to make the Software available on an additional computer or computers operated by or on behalf of the same legal entity, under the same conditions as this Agreement. You are responsible for ensuring that all copies of the Web page are used in accordance with these conditions, and you agree to provide such information to Tec Color or its agents as may reasonably be required to demonstrate your compliance with these conditions.

This Agreement entitles you to install in place of the Web page any product classified by Tec Color as an upgrade of the original Software, provided that the upgrade product is published by Tec Color within 12 months after the date of the original purchase. Tec Color has absolute discretion whether to classify any new web page as an upgrade of the original Web page, and to decide whether and when to publish any such web page. Use of upgraded web page may be subject to amended terms and conditions. Tec Color also has absolute discretion to cease distribution of any web page product or version at any time.

5. RESTRICTED USE DURING EVALUATION PERIOD

You have a non-exclusive, non-transferable, non-renewable license to load and execute an evaluation copy of the Web page for 30 day period (the "Evaluation Period"), or such other period as defined by Tec Color. This evaluation license allows the Web page to be used for evaluation and testing purposes only and not for any commercial use.

You must pay a license fee for the Web page to obtain the right to use the Web page for commercial use or for a period beyond the Evaluation Period, whereupon the license will become perpetual.

By paying a license fee you agree that you have evaluated the Web page to your satisfaction and you agree that no refund of the license fee is available except as specifically provided by this Agreement.

The evaluation copy of the Web page contains a feature that will automatically disable the Web page at the end of the Evaluation Period. Tec Color will have no liability to you if the Web page is disabled by this feature. You must not disable, destroy, remove or circumvent this feature of the Software, and any attempt to do so will terminate your license and rights under this Agreement.

You agree that on request during or after completion of the Evaluation Period, you will inform Tec Color of the criteria You are or were using to evaluate the Web page, and of the outcome of your evaluation of the Web page against those criteria.

6. PATENT AND COPYRIGHT INDEMNITY

Teccolor will defend and indemnify You against all costs (including reasonable attorney's fees) arising from a claim that Web page furnished and used within the scope of this Agreement infringes a UK copyright or UK patent provided that:

(I) You notify Tec Color in writing within 30 days of the claim;

(ii) Tec Color has sole control of the defense and all related settlement negotiations; and

(iii) You provide Tec Color with the assistance, information, and authority necessary to perform the above.

Tec Color will have no liability for any claim of infringement based on:

(I) code contained within the Web page which was not created by Tec Color; or

(ii) use of a superseded or altered release of the Web page, except for such alterations) or modifications) which have been made by Tec Color or under Tec Color direction, if such infringement would have been avoided by the use of a current, unaltered release of the Web page that Tec Color provides or has offered to You; or

(iii) the combination, operation, or use of any Web page furnished under this Agreement with programs or data not furnished by Teccolor if such infringement would have been avoided by the use of the Web page without such programs or data.

In the event the Web page is held to infringe or is believed by Tec Color to infringe, or Your use of the Web page is enjoined, Tec Color will have the option, at its expense, to:

(I) modify the Web page to cause it to become non-infringing; or

(ii) obtain for You a license to continue using the Web page; or

(iii) substitute the Web page with other Web page reasonably suitable to You; or

(iv) If none of the foregoing remedies are commercially feasible, terminate the license for the infringing Web page and refund any license fees paid for the Web page, prorated over a three-year term from the effective date of the Agreement. This Section states Tec Color entire liability for infringement.

7. LIMITED WARRANTY

If You have paid a license fee for the Web page, then for a 30 day period  from the date of receipt of the Web page, Tec Color warrants the Web page against any defects resulting from the electronic transmission process, and any Web page media supplied by Tec Color will be free from defects in materials and workmanship.

Tec Color’s, and its suppliers' and resellers', entire liability and Your exclusive remedy shall be, at Tec Color 's option, either (I) return of the price paid, or (ii) repair or replacement of the Web page that does not meet Tec Color  Limited Warranty. This Limited Warranty is void if failure of the Web page has resulted from accident, abuse, or misapplication. Any replacement Web page will be warranted for (15) days. Neither these remedies nor any product support services offered by Tec Color are available without proof of purchase from an authorized source.

EXCEPT FOR THE FOREGOING, THE WEB PAGE IS DELIVERED TO YOU "AS IS" AND TEC COLOR MAKES NO WARRANTY AS TO ITS USE OR PERFORMANCE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TEC COLOR, AND ITS SUPPLIERS AND RESELLERS, DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE EVEN IF THAT PURPOSE HAS BEEN NOTIFIED BY YOU TO TEC COLOR, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO THE WEB PAGE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION.

PRODUCT SPECIFICATIONS PUBLISHED BY TEC COLOR, INCLUDING STATEMENTS REGARDING THE CONFORMANCE OF THE PRODUCT TO EXTERNALLY PUBLISHED SPECIFICATIONS, ARE MADE IN GOOD FAITH BUT DO NOT CONSTITUTE PART OF ANY CONTRACT.

8. DISCLAIMER OF DAMAGES

IN NO EVENT SHALL TEC COLOR OR ITS SUPPLIERS OR RESELLERS BE LIABLE TO YOU UNDER ANY THEORY FOR ANY DAMAGES SUFFERED BY YOU OR ANY USER OF THE SOFTWARE, OR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR SIMILAR DAMAGES (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE WEB PAGE, OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF TEC COLOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

IN ANY CASE, TEC COLOR'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

9. TERMINATION

If You fail to comply with the terms and conditions of this Agreement, Tec Color may terminate this Agreement and Your right and license to use the Software. You may terminate this Agreement at any time by notifying Tec Color. Upon the termination of this Agreement for any reason, You must delete the Software from Your computer and archives.

YOU AGREE THAT UPON TERMINATION OF THIS AGREEMENT FOR ANY REASON, TEC COLOR MAY TAKE ACTIONS SO THAT THE WEB PAGE NO LONGER OPERATES.

10. MARKETING

You agree, unless you notify Tec Color in writing to the contrary, to be identified as a customer of Tec Color and You agree that Tec Color may refer to You by name, trade name and trademark, if applicable, and may briefly describe Your business in Tec Color 's marketing materials and web site. You hereby grant Tec Color a license to use Your name and any of Your trade names and trademarks solely in connection with the rights granted to Teccolor pursuant to this marketing section.

11. THIRD PARTY COMPONENTS

The Web page includes components that are redistributed under terms and conditions defined by third parties. A list of these components is provided at Schedule A. You agree to the obligations placed on You as a user of these components by those terms and conditions.

12. GENERAL

Tec Color reserves the right at any time to cease the support of the Web page and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the Web page.

This Agreement constitutes the entire agreement between the parties concerning Your use of the Web page, and supersedes any and all prior or contemporaneous oral or written representations, communications, or advertising with respect to the Web page. No purchase order, other ordering document or any hand written or typewritten text which purports to modify or supplement the printed text of this Agreement or any schedule will add to or vary the terms of this Agreement unless signed by both You and Tec Color.

A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach. The provisions of this Agreement which require or contemplate performance after the expiration or termination of this Agreement shall be enforceable notwithstanding said expiration or termination.

Titles are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. If any provision of this Agreement is held invalid, the remainder of this Agreement will continue in full force and effect.

Either Tec Color or You may assign this Agreement in the case of a merger or sale of substantially all of its respective assets to another entity. This Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and assigns.

This Agreement will be governed by the laws of Puerto Rico. Any disputes arising in relation to this Agreement shall be subject to the exclusive jurisdiction of the courts of the COMMONWEALTH OF PUERTO RICO.

SCHEDULE A: THIRD PARTY COMPONENTS

A.1 Tec Color

Tec Color -INC includes as a component the executable code of the open-source Tec Color product published at http://www.teccolor.com/. Tec Color is released under the Microsoft License version 7.0 found at http://www.microsoft.org/MPL/.

In relation to Tec Color, Tec Color -INC is a "Larger Work" as defined in Section 3.7 of the Microsoft License. Tec Color’s obligations under that License in respect of Covered Code are met by virtue of the publication of the open source Tec Color product at http://www.teccolor.com/, which includes all Covered Code (including all modifications made to Covered Code by Tec Color) in source form.

The open source Tec Color product contains individual modules, together comprising less than 1% of the total Software, which were originally published under different open-source licenses and which are redistributed under the terms of those licenses. These modules and their origin are identified within the product source code.

Copyright 2005 (C) Tec Color, Inc. All Rights Reserved.

END OF SCHEDULE A