AEROSIM TECHNOLOGIES SOFTWARE LICENSE AGREEMENT
(Seat License)

1. License. If you (Licensee) accept this License, Aerosim Technologies, Inc. ("Aerosim") hereby licenses to Licensee one electronic copy of the computer program(s) Licensee is about to install or use and its related documentation (the "Software"). Aerosim retains all right, title and interest in and to the Software. That Software and all parts thereof are the subject matter of various proprietary rights, including without limitation copyrights, trade secrets, patents and other similar intellectual and industrial property rights ("Proprietary Rights").

This License permits the use of Software on a single personal computer terminal or a standalone workstation only. No license, right or interest in any Proprietary Right of Aerosim or any third party is granted under this License. This license is for non-commercial use of the Software by Licensee’s employees only. Any other uses, copying, distribution or by any other personnel of the Software without prior written consent of Aerosim are strictly prohibited.

2. Restrictions. Licensee may not attempt to create or derive any of the source code or other technology or data including lesson scripting and controls within the Software by disassembly, reverse engineering or any other method, or otherwise reduce the Software to a human-perceivable form. Licensee may not modify or translate any part of the Software. Licensee may not disclose, distribute, in whole or in part, nor transfer, rent, sell, sublicense, lease or lend the Software without the express prior written authorization of Aerosim. Licensee agree to take any and all reasonable actions deemed necessary or desirable to ensure continued confidentiality and protection of the Licensed Software and to prevent unauthorized access, disclosure, distribution, possession, alteration, reproduction, transfer, or use thereof. Licensee agree to provide notice to Aerosim immediately after learning of or having reason to suspect a breach of any of the provisions set forth in this License. If applicable, the ground reference database of the Software is derived from Jeppesen Sanderson, Inc. copyrighted information, Jeppesen NavData, information and data derived from NavData including but not limited to computer media, computer files, printouts or any information content may not be used for any other purpose whatsoever.

3. Termination. This License is effective until terminated. Licensee may terminate this License at any time by destroying the Software, and all copies thereof. This License will terminate immediately without notice from Aerosim if Licensee fails to comply with any provision of this License. Upon termination, Licensee must destroy or return the Software.

4. Disclaimer of Warranty. AEROSIM WARRANTS THAT THE MEDIA ON WHICH THE SOFTWARE IS DISTRIBUTED WILL BE FREE FROM DEFECTS FOR A PERIOD OF FORTY-FIVE (45) DAYS FROM THE DATE OF DELIVERY OF THE SOFTWARE TO LICENSEE. LICENSEE’S SOLE REMEDY IN THE EVENT OF A BREACH OF THIS WARRANTY WILL BE THAT AEROSIM WILL, AT ITS OPTION, REPLACE ANY DEFECTIVE MEDIA RETURNED TO AEROSIM WITHIN THE WARRANTY PERIOD. AEROSIM DOES NOT WARRANT THAT THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS OR THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR THAT THE SOFTWARE WILL BE ERROR FREE. THIS LIMITED WARRANTY IS VOID IF FAILURE OF THE MEDIA HAS RESULTED FROM ACCIDENT, ABUSE, OR MISAPPLICATION. AEROSIM DOES NOT MAKE ANY OTHER REPRESENTATIONS, EXTEND ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTY OF NON-INFRINGEMENT, NOR ASSUMES ANY OTHER RESPONSIBILITIES WHATSOEVER WITH RESPECT TO THE SOFTWARE PROVIDED ABOVE.

5. Limitation of Liability. IT IS EXPRESSLY AGREED THAT AEROSIM SHALL IN NO EVENT BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR OTHER DAMAGES ARISING OUT OF THIS AGREEMENT OR IN CONNECTION WITH THE DELIVERY, USE, OR PERFORMANCE OF THE SOFTWARE, EVEN IF AEROSIM HAD BEEN ADVISED, KNOWS OR SHOULD HAVE KNOWN OF THE POSSIBILITY THEREOF INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST BUSINESS REVENUES, FAILURE TO REALIZE EXPECTED SAVINGS, OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND, OR FOR ANY CLAIM AGAINST LICENSEE BY ANY OTHER PARTY.

6. Controlling Law. This License shall be governed by and construed in accordance with the substantive laws of the State of Minnesota, notwithstanding the conflicts of law provisions of that state or any other jurisdiction.

7. Complete Agreement. This License constitutes the entire agreement between the parties with respect to the use of the Software and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.