READ THIS AGREEMENT CAREFULLY

LICENSOR SOFTWARE LICENSE AGREEMENT

THIS IS A LICENSE AGREEMENT (“AGREEMENT”) BETWEEN LICENSOR (“LICENSOR”) AND YOU (“LICENSEE”) WHICH GRANTS TO LICENSEE A LICENSE TO USE THE WebABLLS SOFTWARE AND DOCUMENTATION (THE “SOFTWARE”). IF THE SOFTWARE IS AN UPDATED OR NEW VERSION OF ANY SOFTWARE FOR WHICH YOU HAVE PREVIOUSLY EXECUTED A WRITTEN SOFTWARE LICENSE AGREEMENT WITH LICENSOR (“ORIGINAL SOFTWARE LICENSE AGREEMENT”), THE TERMS OF SUCH ORIGINAL SOFTWARE LICENSE AGREEMENT SHALL APPLY AND SUPERCEDE THE TERMS OF THIS AGREEMENT. THE TERMS OF THIS AGREEMENT SHALL APPLY IN ALL OTHER CASES. LICENSOR IS WILLING TO GRANT LICENSEE THE FOLLOWING LICENSE TO USE THE SOFTWARE ACCORDING TO THIS AGREEMENT ONLY ON THE CONDITION THAT LICENSEE ACCEPTS ALL TERMS IN THIS AGREEMENT.

BY CLICKING ON THE "ACCEPT" BUTTON BELOW, LICENSEE ACKNOWLEDGES THAT LICENSEE HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY IT. IF LICENSEE DOES NOT AGREE TO ANY OF THE TERMS BELOW, LICENSOR IS UNWILLING TO LICENSE THE SOFTWARE TO LICENSEE, AND LICENSEE SHOULD CLICK ON THE "DO NOT ACCEPT" BUTTON BELOW TO DISCONTINUE THE INSTALLATION PROCESS. IN SUCH CASE, ANY LICENSE FEE AMOUNTS ALREADY PAID BY LICENSEE SHALL BE REFUNDED BY LICENSOR.

1. LICENSE. You are permitted to install and use the Software in machine-readable form solely for the purpose of Assement of ABLLS. You may copy the Software only for backup purposes, provided that you reproduce all copyright and other proprietary notices that are on the original copy of the Software.

2. RESTRICTIONS. You may not use, copy, modify, or transfer the Software, or any copy thereof, in whole or in part, except as expressly provided in this Agreement. You may not reverse engineer, disassemble, decompile, or translate the Software, or otherwise attempt to derive the source code of the Software, or authorize any third party to do any of the foregoing, except to the extent allowed under any applicable law. Any attempt to transfer any of the rights, duties or obligations hereunder is void. You may not rent, lease, loan, resell for profit, or distribute the Software, or any part thereof.

3. OWNERSHIP. The Software is licensed, not sold, to you for use only under the terms of this Agreement, and Licensor reserves all rights not expressly granted to you. You own the media, if any, on which the Software is recorded, but Licensor retains ownership of all copies of the Software itself.

4. TERM. This Agreement will terminate immediately without notice to you if you materially breach any term or condition of this Agreement. Upon notice of termination by Licensor, you agree to promptly destroy the Software and all copies thereof.

5. WARRANTY DISCLAIMER. THE SOFTWARE IS PROVIDED TO YOU “AS IS” AND LICENSOR AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR, ITS EMPLOYEES, DISTRIBUTORS, DEALERS OR AGENTS SHALL INCREASE THE SCOPE OF THE ABOVE WARRANTIES OR CREATE ANY NEW WARRANTIES.

6. LIMITATION OF REMEDIES. REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL LICENSOR OR ITS SUPPLIERS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR ANY DATA SUPPLIED THEREWITH, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE. IN NO EVENT SHALL THE LIABILITY OF LICENSOR EXCEED THE AMOUNT RECEIVED BY LICENSOR FROM LICENSEE UNDER THIS AGREEMENT.

7. LEGAL COMPLIANCE. Licensee agrees to strictly comply with all applicable laws and regulations. Licensee will indemnify and hold Licensor harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including attorney’s fees) arising from or relating to any breach by Licensee of its obligation under this paragraph. Licensee’s obligations under this paragraph will survive the expiration or termination of this Agreement.

9. GENERAL. This Agreement will be governed by the laws of the State of California in the United States of America, without regard to or application of conflicts of law rules or principles. The federal and state courts located in and/or serving Contra Costa County, California shall have sole jurisdiction over any disputes arising hereunder and the parties hereby submit to the personal jurisdiction of such courts. If any provision of this Agreement is held to be unenforceable, that provision will be removed and the remaining provisions will remain in full force. In the event any proceeding or lawsuit is brought by Licensor or Licensee in connection with this Agreement, the prevailing party in such proceeding or lawsuit shall be entitled to receive its costs, expert witness fees and reasonable attorney’s fees, including costs and fees on appeal. The failure of either party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself. Neither this Agreement nor any rights or obligations of Licensee hereunder may be assigned by Licensee in whole or in part without the prior written approval of Licensor. Any assignment in derogation of the foregoing shall be null and void. This Agreement is the complete and exclusive statement of the agreement between Licensor and Licensee which supersedes any proposal or prior agreement. oral or written, and any other communications between the parties in relation to the subject matter of this Agreement. This Agreement shall not be modified except by a subsequently dated written amendment or exhibit signed by both parties by their duly authorized representatives.

THE SOFTWARE IS PROTECTED BY UNITED STATES COPYRIGHT LAW AND INTERNATIONAL TREATY UNAUTHORIZED REPRODUCTION OR DISTRIBUTION IS SUBJECT TO CIVIL AND CRIMINAL PENALTIES.

Protected by copyright and licenses restricting use, copying, distribution and decompilation. ABLLS is the trademark of Behavior Analysts, Inc. in the United States.