SOFTWARE LICENSE AGREEMENT

IMPORTANT - READ BEFORE OPENING THIS PACKAGE OR USING THIS SOFTWARE



CAREFULLY READ THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE AGREEMENT ("AGREEMENT") BEFORE OPENING THIS PACKAGE OR USING THIS SOFTWARE. BY OPENING THIS PACKAGE OR USING THIS SOFTWARE YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, PROMPTLY RETURN THIS PACKAGE UNOPENED TO THE PLACE OF PURCHASE FOR REFUND IN THE AMOUNT YOU PAID.

1. License Grant

Darla Gray ("Licensor") grants you a non-exclusive, non-transferable license to use the program with which this license is distributed (the "Software"), including any written documentation or documentation files accompanying the Software ("Documentation"), if any, on a single server (if the Software is server based) or personal computer to support up to the number of simultaneous users for which you have paid the license fee, and to make one backup copy of the Software, provided that: (i) the Software is installed on only one server or personal computer; (ii) the Software is NOT modified; (iii) all copyright notices are maintained on the Software; and (iv) you agree to be bound by the terms of this Agreement. The Software and Documentation shall be used only by you, only for your own personal or internal business use and not in the operation of a service bureau or for the benefit of any other person or entity.

2. Ownership

You have no ownership rights in the Software or Documentation. Rather, you have a license to use the Software and Documentation as long as this Agreement remains in full force and effect. Ownership of the Software, Documentation and all intellectual property rights therein shall remain at all times with Licensor. Any other use of the Software or Documentation by any person, business, corporation, government organization or any other entity is strictly forbidden and is a violation of this Agreement.

3. Copyright

The Software and Documentation contain material that is protected by United States Copyright Law and trade secret law, and by international treaty provisions. All rights not granted to you herein are expressly reserved by Licensor. You may not remove any proprietary notice of Licensor from any copy of the Software or Documentation.

4. Restrictions

You may not publish, display, disclose, rent, lease, modify, loan, distribute, or create derivative works based on the Software or Documentation or any part thereof. You may not reverse engineer, decompile, translate, adapt, or disassemble the Software, nor shall you attempt to create the source code from the object code for the Software. You may not transmit the Software or Documentation over any network or between any devices, although you may use the Software to make such transmissions of other materials. You may not directly or indirectly use or allow others to use the Software or Documentation or any information about it in the development of any product that is competitive with the Software. You may transfer the Software or Documentation to other computers you own as long as you only use it on one computer at a time.

5. Transfer

You may transfer the Software and Documentation, but only if: (i) the recipient agrees to accept the terms and conditions of this Agreement; (ii) you transfer all of the Software and Documentation; and (iii) you erase all copies of the Software and Documentation from your computer. Your license is automatically terminated if you transfer the Software.

6. Confidentiality

You acknowledge that the Software and Documentation contain proprietary trade secrets of Licensor and you hereby agree to maintain the confidentiality of the Software and Documentation using at least as great a degree of care as you use to maintain the confidentiality of your own most confidential information. You agree to reasonably communicate the terms and conditions of this Agreement to those persons employed by you who come into contact with the Software and Documentation, and to use reasonable best efforts to ensure their compliance with such terms and conditions, including, without limitation, not knowingly permitting such persons to use any portion of the Program or Documentation for the purpose of deriving the source code of the Software or defeating any security features.

7. Limited Warranty

Licensor WARRANTS FOR A PERIOD OF (30) DAYS AFTER PURCHASE THAT THE SOFTWARE WILL OPERATE SUBSTANTIALLY IN ACCORDANCE WITH THE DOCUMENTATION. THIS LIMITED WARRANTY DOES NOT COVER DAMAGE CAUSED BY IMPROPER USE OR NEGLECT. SHOULD THE SOFTWARE NOT SO OPERATE, YOUR EXCLUSIVE REMEDY, AND LICENSOR’S SOLE OBLIGATION UNDER THIS WARRANTY, SHALL BE, AT LICENSOR’S SOLE DISCRETION, CORRECTION OF THE DEFECT OR REFUND OF THE PURCHASE PRICE PAID FOR THE SOFTWARE. ANY USE BY YOU OF THE SOFTWARE IS AT YOUR OWN RISK. THIS LIMITED WARRANTY IS THE ONLY WARRANTY PROVIDED BY Licensor REGARDING THE SOFTWARE. EXCEPT FOR THE LIMITED WARRANTY ABOVE, THE SOFTWARE IS PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Licensor DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET ANY REQUIREMENTS OR NEEDS YOU MAY HAVE, OR THAT THE SOFTWARE WILL OPERATE ERROR FREE, OR IN AN UNINTERRUPTED FASHION, OR THAT ANY DEFECTS OR ERRORS IN THE SOFTWARE WILL BE CORRECTED, OR THAT THE SOFTWARE IS COMPATIBLE WITH ANY PARTICULAR PLATFORM. SOME JURISDICTIONS DO NOT ALLOW THE WAIVER OR EXCLUSION OF IMPLIED WARRANTIES SO THEY MAY NOT APPLY TO YOU.

8. Limitation of Liability

IN NO EVENT WILL Licensor BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE PROGRAM, OR FOR ANY CLAIM BY ANY OTHER PARTY, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR’S AGGREGATE LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION OR OTHERWISE SHALL NOT EXCEED THE AMOUNT OF THE LICENSE FEE PAID BY YOU FOR THE SOFTWARE AND DOCUMENTATION. BECAUSE SOME STATES/COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

9. Export Restrictions

THIS AGREEMENT IS EXPRESSLY MADE SUBJECT TO ANY LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS ON THE EXPORT FROM THE UNITED STATES OF AMERICA OF THE SOFTWARE OR INFORMATION ABOUT SUCH SOFTWARE, WHICH MAY BE IMPOSED FROM TIME TO TIME BY THE GOVERNMENT OF THE UNITED STATES OF AMERICA. YOU SHALL NOT EXPORT THE SOFTWARE, DOCUMENTATION, OR INFORMATION ABOUT THE SOFTWARE AND DOCUMENTATION WITHOUT CONSENT OF Licensor AND COMPLIANCE WITH SUCH LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS.



10. Termination

This Agreement is effective until it is terminated. You may terminate this Agreement at any time by destroying or returning to Licensor all copies of the Software and Documentation in your possession or under your control. Licensor may terminate this Agreement for any reason, including, but not limited to, if Licensor finds that you have violated any of the terms of this Agreement. Upon notification of termination, you agree to destroy or return to Licensor all copies of the Software and Documentation and to certify in writing that all known copies, including backup copies, have been destroyed. All provisions relating to confidentiality, proprietary rights, and non-disclosure shall survive the termination of this Agreement.

11. General

This Agreement shall be construed, interpreted and governed by the laws of the State of Texas without regard to conflicts of law provisions thereof. The exclusive forum for any disputes arising out of or relating to this Agreement shall be an appropriate federal or state court sitting in Dallas County, Texas, USA. This Agreement shall constitute the entire Agreement between the parties hereto. Any waiver or modification of this Agreement shall only be effective if it is in writing and signed by both parties hereto. If any part of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be interpreted so as to reasonably affect the intention of the parties.