END USER LICENSE AGREEMENT NOTICE: READ THIS LICENSE AGREEMENT CAREFULLY BEFORE OPENING THIS PACKAGE OR INSTALLING THE SOFTWARE. BY OPENING THE SOFTWARE PRODUCT PACKAGING AND/OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. This Software License Agreement ("Agreement") is entered into between Lavitsky Computer Laboratories, Inc. ("LCL") and the users and/or purchasers of LCL Software products ("the Licensee"). Rights in the LCL Software granted herein are offered on the condition that the Licensee agrees to all terms and conditions of this License Agreement. If Licensee does not agree to the terms in this Agreement, Licensee must promptly cease using the LCL Software, uninstall and/or permanently delete the LCL Software, documentation (and any copies thereof) from the computer system(s) on which the LCL Software has been loaded or stored, and return the LCL Software, any media on which it is stored, all product packaging, and proof of payment to the LCL reseller pursuant to such reseller’s return policy. If Licensee does not agree to the terms in this Agreement, and has acquired the LCL Software as part of a pre-configured computer system on which the LCL Software has been installed, Licensee must either promptly cease using the LCL Software, uninstall and/or permanently delete the LCL Software, documentation (and any copies thereof) from the computer system(s) on which the LCL Software has been preloaded, or return the pre-configured system(s) pursuant to the system vendor’s return policy. In the mutual obligations described in this Agreement and for other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Definitions "Software" means (a) all of the contents of the files, disk(s), CD-ROM(s) or other media with which this Agreement is provided, including but not limited to (i) LCL or third party computer information or software ("Program Code"); (ii) digital images, clip art, sounds or other artistic works ("Images"); (iii) related explanatory written information or files ("Documentation"); and (b) upgrades, modified versions, updates, additions, and any copies of the Software, if any, licensed to Licensee by LCL (collectively, "Updates"). "Use", "Used" or "Using" means to access, install, download, copy or otherwise benefit from using the functionality of the Software in accordance with the Documentation. "Permitted Number" means one (1) unless otherwise indicated under a valid license (e.g. volume license) granted by LCL. "Computer" means one central processing unit (CPU) that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions. 2. Term This Agreement is effective as of the date at which Licensee opens the LCL Software product packaging, or receives a pre-configured Computer system, and will continue unless terminated as provided in Section 10 ("Termination"). 3. Software License Pursuant to the terms herein, LCL hereby grants to Licensee a limited, non-exclusive, revocable, non-sublicensable, non-transferable right to Use the Software for the purposes described in the Documentation, as further set forth below. Some third party materials included in the Software may be subject to other terms and conditions, which are typically found in a "Read Me" file located near such materials. 3.1. General Use. Licensee may install and Use a copy of the Software on Licensee’s compatible Computer, up to the Permitted Number of Computers.; or 3.2. Server Use. Licensee may install one copy of the Software on Licensee’s Computer file server for the purpose of downloading and installing the Software onto other Computers within Licensee’s internal network up to the Permitted Number or Licensee may install one copy of the Software on a Computer file server within Licensee’s internal network for the sole and exclusive purpose of using the Software through commands, data or instructions (e.g. scripts) from another Computer on Licensee’s internal network, provided that the total number of users (not the concurrent number of users) that are permitted to access or Use the Software on such Computer file server, does not exceed the Permitted Number. No other network use is permitted, including but not limited to, using the Software either directly or through commands, data or instructions from or to a Computer not part of Licensee’s internal network, for internet or web hosting services or by any user not licensed to Use this copy of the Software through a valid license from LCL; and 3.3. Backup Copy. Licensee may make one backup copy of the Software, provided the backup copy is not installed or Used on any computer. Licensee may not transfer the rights to a backup copy unless all rights in the Software are transferred as provided in Section 5 ("Transfer"). 4. Ownership and Intellectual Property Rights The Software, and any copies that Licensee are authorized by LCL to make are the intellectual property of and are owned by LCL, and it’s suppliers. The structure, organization and code of the Software are the valuable trade secrets and confidential information of LCL and its suppliers. The Software is protected by copyright, including without limitation by United States Copyright Law, international treaty provisions and applicable laws in the country in which it is being Used. Licensee may not copy the Software, except as set forth in Section 3 ("Software License"). Any copies that Licensee is permitted to make pursuant to this Agreement must contain the same copyright and other proprietary notices that appear on or in the Software. Licensee may not modify, adapt or translate the Software or Documentation. Except as expressly permitted under applicable law, Licensee may not decompile, reverse engineer, disassemble or otherwise attempt to discover the source code of the Software. Except as expressly stated herein, this Agreement does not grant Licensee any intellectual property rights in the Software and all rights not expressly granted are reserved by LCL. 5. Transfer Licensee may not, rent, lease, sell, sublicense, un-bundle and/or repackage for distribution or resale, or authorize all or any portion of the Software to be copied onto another users Computer except as may be expressly permitted herein. Licensee may, however, transfer all their rights to Use the Software to another person or legal entity provided that: (a) Licensee also transfers (i) this Agreement, (ii) the serial number(s), Software and all other software or hardware bundled, packaged or pre-installed with the Software, including all copies, Updates and prior versions, to such person or entity; (b) Licensee retains no copies, including backups and copies stored on a Computer; and (c) the receiving party accepts the terms and conditions of this Agreement and any other terms and conditions upon which Licensee legally purchased a license to the Software. Notwithstanding the foregoing, Licensee may not transfer demonstration, education, pre-release, or not for resale copies of the Software. 6. Warranties LCL warrants only to the Licensee that first purchases a license for the Software for use pursuant to the terms of this license, that the Software will perform substantially in accordance with the accompanying Documentation for a period of ninety (90) days from the date of receipt of the Software by Licensee when used on the recommended operating system and hardware configuration. Licensee’s sole remedy for breach of this warranty shall be the refund of the purchase price or, at LCL’s option, replacement of the Software. This is Licensee’s sole remedy. LCL disclaims all other warranties, express or implied including, without limitation, any implied warranties of title, noninfringement of third party rights, merchantability, or fitness for a particular purpose. Without limiting the foregoing, LCL does not warrant that the Software will meet Licensee’s requirements or will perform uninterrupted or error-free. This limited warranty does not cover any media that has been the subject of abuse or damage, nor does it cover any Software that has been altered or changed by anyone other than LCL. LCL is not responsible for problems in the interaction of the Software with any other software or operating system. 7. Limitation of Liability In no event will LCL or its suppliers be liable to the Licensee, any other user of the Software or Documentation, or any third party for any lost revenue, profit, or data, or for general, special, direct or indirect, consequential, incidental, punitive or other damages however caused and regardless of the theory of liability arising out of the use of or inability to use the Software or Documentation or breach of the warranty even if LCL or its suppliers have been advised of the possibility of such damages. Without limiting the foregoing, in no event shall LCL’s or it supplier’s liability to the Licensee, any other user of the Software or Documentation, or any third party, whether in contract, tort (including negligence), or otherwise, exceed the price paid by Licensee for the Software. LCL’s pricing reflects the risk and limitation of liability set forth herein. Because some states or jurisdictions do not allow the exclusion of limitation of liability or incidental or consequential damages, the above limitations may not apply to you. 8. Notice To Government Users The Software, hardware and Documentation provided with this product bear "Restricted Rights". Use, duplication, or disclosure by the government is subject to restrictions as set forth in DFARS 252.227-7013, Rights in Technical Data and Computer Software and FAR 52.227-14, Rights in Data General, including Alternate III, as applicable. LCL must be notified in advance of any license grants to United States federal government entities. Licensee acknowledges that none of the Software is licensed for use in any nuclear, aviation, mass transit or medical application or in any other inherently dangerous applications. Manufacturer is Lavitsky Computer Laboratories, Inc., 360 E. Main St., Somerville, New Jersey 08876 USA. 9. Indemnification Licensee shall indemnify and hold LCL, its directors, officers, agents and employees harmless from any claims, demands, or causes of action whatsoever arising on account of Licensee’s Use of the Software. 10. Termination (a) By Licensee: Licensee may terminate this Agreement at any time without notice to LCL. Any license fees the Licensee may have paid are not refundable, and LCL will have no obligation to refund any amount paid by Licensee under this Agreement upon its termination (except for any right or refund as set forth in Section 6). Licensee must cease any use of the Software, and return to LCL or certify to LCL’s reasonable satisfaction the destruction of the Software, any accompanying hardware, and all copies thereof. (b) by LCL: LCL may terminate this Agreement and all licenses granted hereunder upon thirty (30) days’ prior written notice if Licensee fails to comply with any of the terms and conditions of this Agreement or any Schedule to this Agreement. (c) Return of Software: Upon any termination of this Agreement, Licensee shall return to LCL or it’s agent all copies of the Software, in whatever format, together with the documentation and any accompanying hardware, and shall delete all copies of the Software from its computer system(s). Licensee must promptly certify to LCL in writing that it has taken all such actions. 11. General Provisions (a) Audit Rights. LCL shall have the right to reasonably audit the deployment and use of the Software by Licensee. Licensee agrees to cooperate with LCL’s reasonable request for access to Licensee’s Computer system(s) to ensure Licensee’s adherence with the license terms hereunder. (b) Purchase in Canada. If Licensee acquired this software in Canada, Licensee agrees to the following: The parties hereto have expressly required that the present Agreement and any exhibits hereto be drawn up in the English language./ Les parties aux presentes ont expressement exige que la presente convention et ses Annexes soient redigees en langue anglaise. (c) Notices. Any notices required or permitted to be given by Licensee hereunder shall be in writing and shall be deemed to have been duly given (i) upon hand delivery, (ii) on the third day following delivery to the U.S. Postal Service as certified mail, return receipt requested and postage prepaid, or (iii) on the first day following delivery to a recognized overnight courier service, fee prepaid and return receipt, or other confirmation of delivery requested. Any such notice shall be delivered or sent to LCL at the address as set forth below, or to such other address as LCL may designate from time to time. Lavitsky Computer Laboratories, Inc. 360 E. Main St. Somerville, NJ 08876 USA (d) Governing Law. This Agreement will be governed by and interpreted in accordance with the laws of the state of New Jersey. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. (e) Assignment. Licensee may not assign this Agreement without the prior written consent of LCL. For all purposes under this Agreement, any merger, consolidation, spin-off, acquisition of or change-in-control involving Licensee will be deemed as an assignment. Any attempted assignment by Licensee will be invalid. (f) Partial Invalidity. If any part of this Agreement is found void and unenforceable by a competent authority, it will not affect the validity of the balance of this Agreement, which shall remain valid and enforceable according to its terms. (g) Waiver. No failure on the part of LCL to exercise, and no delay in exercising, any of LCL’s rights hereunder will operate as a waiver thereof, nor will any single or partial exercise by a party of any right preclude any other or future exercise thereof or the exercise of any other right. (h) Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the transactions contemplated and supersedes any prior agreements or understandings among the parties with respect to the subject matter hereof. (i) Foreign Trade Restrictions. The parties acknowledge that certain information, software technology, accompanying documentation and technical information may be subject to United States export control laws. Licensee shall not directly or indirectly export or re-export the Software in violation of the Export Administration Regulations ("EAR") of the U.S. Department of Commerce, and hereby expressly agrees to defend, hold harmless and indemnify LCL, its directors, officers, and employees, from any claim, suit or dispute alleging that Licensee has exported the Software in violation of the EAR. (j) Construction. The headings in this Agreement are for convenience only. They do not constitute a portion of this Agreement and shall not be used in any construction of it. (k) Third Party Beneficiary. Licensee hereby agrees that the licensors of third party software shall be considered third party beneficiaries of this Agreement and shall be entitled to bring a direct action against Licensee in the event of breach of any applicable provisions of this Agreement, pursuant to the terms and conditions of this Agreement.