LICENSE TO USE COMPUTER PROGRAM

The terms of this license constitute a contract between COMERCIAL TCPAVEMENTS LTDA., a limited liability company incorporated under the laws of the State of Chile, domiciled for all purposes on 500 Teatinos Street, Floor 11, Santiago, Chile, and the User (in possession of a legitimately acquired copy of the computer program), whose purpose is to stipulate the conditions in which the computer program identified herein shall be used. The terms of this license will also apply to the updates, supplements, extensions, services provided through Internet, and technical support services, in case they are rendered by COMERCIAL TCPAVEMENTS LTDA.

WARNING

THIS COMPUTER PROGRAM IS AN ITEM PROTECTED BY THE LAWS OF CHILE AND OTHER COUNTRIES, AND BY INTERNATIONAL TREATIES. COMERCIAL TCPAVEMENTS LTDA. IS THE EXCLUSIVE OWNER OF COPYRIGHT AND OTHER EXISTING PRIVILEGES CONCERNING THIS COMPUTER PROGRAM. UPON HIS ACCEPTANCE OF THE CONDITIONS SET FORTH IN THIS LICENSE, THE USER DECLARES THAT HE ACCEPTS THEM AND THAT HE WILL ABIDE BY THE TERMS AND CONDITIONS STIPULATED IN THE SAME.

THE COMPUTER PROGRAM BEING THE SUBJECT MATTER OF THIS LICENSE HAS BEEN DEVELOPED TO BE USED IN CONJUNCTION WITH THE TCP (THIN CONCRETE PAVEMENTS) TECHNOLOGY. THE DESIGN AND CONSTRUCTION METHOD OF THIN CONCRETE SLABS IMPROVED TO BE USED IN PAVEMENTS AND OTHER RIGHTS RELATED TO SAID TECHNOLOGY ARE THE EXCLUSIVE PROPERTY OF COMERCIAL TCPAVEMENTS LTDA. AND ARE PROTECTED BY APPLICABLE LAWS AND INTERNATIONAL TREATIES ON INDUSTRIAL AND INTELLECTUAL PROPERTY MATTERS, PARTICULARLY BY INDUSTRIAL PATENT REGISTRATION NUMBER 44820 IN CHILE, PATENT NO. 7,571,581 IN THE UNITED STATES OF AMERICA, AND INTERNATIONAL APPLICATION PCT/EP2006/064732.

TCP® AND TCPAVEMENTS® ARE TRADEMARKS REGISTERED IN CHILE UNDER NUMBERS 815,883, 815,884, 818,885, 815,886, 815,887, 818,888, AND 815,889, 821,195, 821,216, WHOSE EXCLUSIVE OWNER IS COMERCIAL TCPAVEMENTS LTDA. THEIR UNAUTHORIZED USE IS SUBJECT TO CIVIL AND CRIMINAL PENALTIES UNDER THE LAWS OF THE STATE OF CHILE AND OTHER COUNTRIES WHERE THEY ARE RECOGNIZED.

THE COMPUTER PROGRAM BEING THE SUBJECT MATTER OF THIS LICENSE HAS BEEN DEVELOPED TO BE UTILIZED BY USERS WITH SPECIFIC TECHNICAL KNOWLEDGE. THE RESPONSIBILITY FOR PROPER USE OF THIS COMPUTER PROGRAM LIES EXCLUSIVELY WITH THE USER. COMERCIAL TCPAVEMENTS LTDA. SHALL NOT BE LIABLE TO ANY PARTY FOR ANY KIND OF INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, GOODWILL LOSS, BUSINESS INTERRUPTION, FAILURES OR MALFUNCTIONING OF DEVICES OR APPARATUSES, AND EACH AND EVERY ONE OF THE POSSIBLE COMMERCIAL DAMAGES OR LOSSES, EVEN IF SAID PARTY HAS BEEN ADVISED OF THE LIKELIHOOD OF SAID DAMAGES.

THE INSTALLATION OF THIS COMPUTER PROGRAM CONSTITUTES USER’S ACCEPTANCE OF THIS LICENSE.

1. For the purposes of this license, “computer program” will be understood as any set of instructions to be directly or indirectly used in a computer in order to carry out or obtain a particular process or result, whichever its expression mode or form, as a source program or object program, its technical description and utilization manuals. The preceding includes, without limitation, the following elements: (i) computer or program information; (ii) digital images, incorporated photographs, image gallery, sounds, or other artistic works (“Content Files”), (iii) written materials or files with related information (“Documentation”) and (iv) fonts; and (v) updates, modified versions, extensions, complements and copies of the software, in case they exist, that COMERCIAL TCPAVEMENTS LTDA. grants under license (jointly known as “Updates”).

2. By virtue of this instrument, COMERCIAL TCPAVEMENTS LTDA. grants the User a nonexclusive and non transferable license to use this computer program, with the purpose described in the technical documentation, under the terms set forth in this license.

3. The Licensee may install and use the software in any compatible equipment, with no limitation on the number of computers; however, [the User] may only use the computer program when it is executed by means of the original supporting media provided by the Licensor.

4. The computer program and any authorized copy that you may make are the intellectual property of COMERCIAL TCPAVEMENTS LTDA. The structure, organization and Software code are commercial secrets and valuable confidential information owned by COMERCIAL TCPAVEMENTS LTDA.

5. The computer program is protected by law, including, without limitation, the Intellectual Property laws of the State of Chile, the copyright laws of the United States of America and the laws of other countries, and it is also protected by provisions in international treaties. Except as explicitly provided herein, this contract does not grant you any intellectual property right to the computer program and all rights not explicitly granted herein are reserved for COMERCIAL TCPAVEMENTS LTDA.

6. The materials delivered by virtue of this license, including all the information contained in the computer program, will be treated as confidential and may not be disclosed without a prior written authorization given by COMERCIAL TCPAVEMENTS LTDA.

7. The computer program being the subject matter of this license, which has been used to be used in conjunction with the TCP (Thin Concrete Pavements) technology, the method to design and build thin concrete slabs improved for their use in pavements, and other rights related to said technology, are the exclusive property of COMERCIAL TCPAVEMENTS LTDA. and they are protected by applicable industrial and intellectual property laws and international treaties currently in force, and in particular by patent registration number 44820 in Chile, patent number 7,571,581 in the United States of America, and international application pct/ep2006/064732. Should the User employ this program to provide services to third parties, the User will be obligated to inform said parties about the existence of the abovementioned patent and to provide them with the necessary contact information.

8. The Licensee may not reproduce, distribute, make available to the public, or execute in any way whatever, beyond the terms of this license, any of the elements licensed by virtue of this contract without a prior written authorization given by COMERCIAL TCPAVEMENTS LTDA.

9. The Licensee may only obtain copies of the computer program for filing or backup purposes, and in a reasonable number. All copies made for this reason will be subject to the terms and conditions set forth in this contract.

10. The Licensee may not modify or alter the computer program, whether totally or partially, nor decompile, disassemble or use reverse engineering techniques on the executable code of the computer program.

11. The User may not lease, rent, grant licenses, assign or transfer his Software use rights, nor authorize total or partial copies of the same.

12. The Licensee may not alter, obscure, remove, cover, or interfere with any of the trademarks, trade names or mentions written in the computer program.

13. The Licensee undertakes to implement and keep in force reasonable security measures to safeguard the computer program, the information contained in it, and its ancillary materials.

14. All information provided to COMERCIAL TCPAVEMENTS LTDA. by licensee is Underwood to be confidential, and shall not be released to third parties, unless it is legally required to do so, by the proper authorities.

15. Notwithstanding the above, licensee, authorizes COMERCIAL TCPAVEMENTS LTDA. to collect and store information pertaining to the projects carried-out through software OPTIPAVE 2.0., and use the to improve its performance, and the rest of the services associated to its operation.

16. COMERCIAL TCPAVEMENTS LTDA. represents and guarantees to be the legitimate titleholder of the existing rights to the licensed computer program, and also represents and guarantees that it has the proper authority to grant this license.

17. The User accepts to hold COMERCIAL TCPAVEMENTS LTDA. harmless from and against every liability, loss, lawsuits, damage or claim (including all expenses, costs and lawyers’ fees) that may arise or may be related to the use of the computer program.

18. COMERCIAL TCPAVEMENTS LTDA. represents and guarantees to the first natural or legal person who acquires a license to use the Software in accordance with the terms in this license, that the same will operate during a term of 90 (ninety) days beginning on the date when he received the Program, provided that he uses it with the recommended operating system and equipment configuration. No warranty right will be established in the case of non substantial variations with respect to what is indicated in the technical documentation. This limited warranty is not applicable to patches, advance releases (beta), tests, evaluations, product samples or software copies not available for resale. In order to make any warranty claim, the User must return the Software to the location where he purchased it along with a proof of its purchase within the term of 90 (ninety) days.

19. COMERCIAL TCPAVEMENTS LTDA. guarantees the proper operation of the computer program in the terms stipulated in the previous paragraph, but shall not be liable for any direct, indirect, incidental, special, or consequential damages, including, but not limited to, damages caused by loss of earnings, data, or other intangible damages resulting from: (i) the use or the impossibility to use the computer program; (ii) the cost of substituting merchandise and/or services resulting from any merchandise, data, information or services bought or obtained or messages received or transactions made in or through the computer program; (iii) unauthorized access or alteration of its information transmission; (iv) the statements or conducts of a third party in the computer program; or (v) any other matter related to the computer program.

20. The Licensee subjects himself to the jurisdiction of the State of Chile and the competence of the Santiago Courts of Law to settle any dispute arising from the interpretation or performance of this contract.