COPRTHR-2 SOFTWARE LICENSE AGREEMENT IMPORTANT: Read the Following SOFTWARE LICENSE AGREEMENT CAREFULLY. This license agreement ("Agreement") is a legal agreement between you as an individual or entity (you or "Licensee") and Brown Deer Technology, LLC ("BDT") for the COPRTHR-2 software and associated materials ("Software"). By installing or otherwise using this Software and associated materials or any portion thereof you acknowledge that you have carefully read and agree to be bound by all terms and conditions of the Agreement. The Software is protected by copyright and other intellectual property laws. If upon careful reading of this Agreement you do not agree to these terms and conditions do not install, copy, or otherwise use the Software. 1. License. By entering into this Agreement BDT grants the Licensee a non-exclusive, non-commercial, non-transferrable, restricted license to use the Software under the terms and conditions of this Agreement. The Software is licensed to you by BDT regardless of the form in which it is distributed. Licensee owns the medium on which the Software is recorded, but BDT retains title to the Software and related documentation. You may: a) make a copy of the Software for back-up purposes, and b) make and distribute copies of the Software within your organization provided that you agree to include all copyright notices and other legal notices that may appear in the Software, as well as this Agreement in its entirety, in each copy of the Software that is made or distributed. 2. Restrictions. The Software contains copyrighted material, trade secrets and other proprietary material. In order to protect them, and except as permitted by applicable legislation, you may not: a) decompile, reverse engineer, disassemble or otherwise reduce the Software to a human-perceivable form; b) modify, network, rent, lend, loan, distribute or create derivative works based upon the Software in whole or in part; or c) electronically transmit the Software from one computer to another or over a network or otherwise transfer the Software except as permitted by the License contained within this Agreement. 3. Ownership of Software. The Software is proprietary to BDT and BDT owns all right, titile, and interest in the Software. The Software is protected by copyright and other intellectual property laws and international treaty provisions. Licensee agrees to retain and not remove any copyright notices or other legal notices from the Software. All title and copyrights in and to the Software, and all copies thereof (in whole or in part, and in any form), and all rights therein shall remain vested in BDT. Except as expressly provided herein, BDT does not grant any express or implied right to Licensee of any protected proprietary material, including copyrights, trademarks and trade secret information, contained within the Software. All rights in and to the Software not expressly granted to Licensee in this Agreement are reserved to BDT. 4. Support. Under this Agreement BDT has no obligation to provide support or otherwise assist in the use of the Software, or to provide maintenence, corrections, modifications, upgrades, or enhancements to the Software. BDT may at its sole discretion provide such support, maintenance, corrections, modifications, upgrades or enhancements as determined by BDT, and with no obligation of notice to the Licensee. Any such support, maintenence, corrections, modifications, upgrades or enhancements made to the Software shall be subject to this Agreement. 5. Termination. This license remains in effect until terminated. Licensee may terminate this Agreement at any time by destroying the Software and related material, and all copies thereof. This License will be terminated by BDT without notice upon failure of the Licensee to comply with any provision of the Agreement. Upon termination of the Agreement, Licensee must destroy the Software and associated media, and all copies thereof. Termination of this Agreement does not remove from the Licensee prior obligations of compliance with this Agreement. 6. Commercial Use. Commercial use of the Software REQUIRES A COMMERCIAL LICENSE, and is expressly prohibited under this Agreement. Examples of commercial use would be licensing, leasing, or selling the Software, distributing the Software with commercial products, using the Software in the creation or use of commercial products, or any other activity for which the purpose is to procure a commercial gain directly by the Licensee or indirectly by a third party. Should the Licensee or a third party wish to obtain a commercial license, BDT has the exclusive right, but no obligation, to grant such a license under the terms and conditions determined by BDT. 7. Government Use. If you are acquiring the Software on behalf of any unit or agency of the United States Government, the following provisions apply. The Government agrees the Software and documentation were developed at private expense and are provided with "RESTRICTED RIGHTS". Use, duplication, or disclosure by the Government is subject to restrictions as set forth in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013(c)(1)(ii) (Oct 1988), FAR 12.212(a)(1995), FAR 52.227-19, (June 1987) or FAR 52.227-14(ALT III) (June 1987),as amended from time to time. In the event that this License, or any part thereof, is deemed inconsistent with the minimum rights identified in the Restricted Rights provisions, the minimum rights shall prevail. 8. Export Control. Licensee agrees that the Software, in whole or in part, will not be exported or otherwise transfered, directly or indirectly, into any country prohibited by the United States Export Administration Act and the regulations thereunder without the required authorization from the United States government nor will it be used for any purpose prohibited by the same. 9. Disclaimer of Warranty. The Software and related material is provided "AS IS" and BDT does not represent or extend any warranty of any kind, and BDT EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BDT DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE IS ASSUMED BY YOU. FURTHERMORE, BDT DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE OR RELATED DOCUMENTATION IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY BDT SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. THE SOFTWARE IS NOT INTENDED FOR USE IN MEDICAL, LIFE SAVING OR LIFE SUSTAINING APPLICATIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. 10. Limitation of Liability. Licensee agrees that the use of the Software is at the sole risk of the Licensee. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL BDT, OR EMPLOYEES OR AGENTS THEREOF, BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THE USE, MISUSE OR INABILITY TO USE THE SOFTWARE OR RELATED DOCUMENTATION, BREACH OR DEFAULT, INCLUDING THOSE ARISING FROM INFRINGEMENT OR ALLEGED INFRINGEMENT OF ANY PATENT, TRADEMARK, COPYRIGHT OR OTHER INTELLECTUAL PROPERTY RIGHT, BY BDT, EVEN IF BDT, OR AN EMPLOYEE OR AGENT THEREOF, HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. Licensee agrees that BDT shall not be held liable for loss or damage to records or data, or any damages claimed by Licensee based on a third party claim. Under no circumstance shall the total liability of BDT to you for all damages, losses, and causes of action (whether in contract, tort, including negligence, or otherwise) exceed the amount paid by you for the Software. 11. Controlling Law and Severability. This Agreement shall be governed by and construed under the laws of the state of Maryland, without regard to its conflict of law principles. In the event of any conflicts between foreign law, rules, and regulations, and United States law, rules, and regulations, United States rules and regulations shall prevail and govern. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this License. If for any reason a court of competent jurisdiction finds any provision of this Agreement or portion thereof, to be unenforceable, that provision of the License shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this License shall continue in full force and effect. 12. Complete Agreement. This License constitutes the entire agreement between the parties with respect to the use of the Software and the related documentation, and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by a duly authorized representative of BDT. For further information regarding this Agreement or the Software contact: Brown Deer Technology, LLC PO Box 642 Forest Hill, Maryland 21050 info@browndeertechnology.com