BY DOWNLOADING AND INSTALLING SOFTWARE PROVIDED BY TUITIO (THE LICENSOR), YOU (THE LICENSEE) AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE.

1. LICENSE

A. Licensor hereby grants to Licensee, for the term of this Agreement, a nonexclusive, nonassignable, right and license to use the Software.

B. This license is expressly limited to licensed number of installations as defined by the payment schedule at time of purchase and download of the Software.

C. Licensee is prohibited from making copies of the Software excepting a single copy of the Software for archival purposes only.

2. TERM

This Agreement shall be effective as of the date of the downloading of the Software and shall extend for the period of term defined in the payment schedule at time of purchase or trial thereafter (Initial Term). This Agreement shall be automatically renewed on renewal or recreation of the payment schedule for the Software.

3. COMPENSATION

A. In consideration for the licenses granted hereunder and during the Initial Term of the Agreement, Licensee agrees to pay to Licensor the fee agreed at time of purchase on the dates defined by the payment schedule agreed during the purchase.

4. CONFIDENTIALITY

A. Licensee recognizes that the Software is the proprietary and confidential property of Licensor. Accordingly, Licensee shall not, without the prior express written consent of Licensor, during the term of this Agreement and for additional years years thereafter, disclose or reveal to any third party or utilize for its own benefit other than pursuant to this Agreement, any Software provided by Licensor concerning Products, provided that such information was not previously known to Licensee or to the general public. Licensee further agrees to take all reasonable precautions to preserve the confidentiality of Licensor's Software and shall assume responsibility that its employees, sublicensees, and assignees will similarly preserve this information against third parties. The provisions of this clause shall survive termination of this Agreement.

B. Licensee shall take no steps in attempting to reverse engineer the Software.

5. WARRANTIES

A. Licensor further represents and warrants that it has no actual knowledge that the Software infringes any valid rights of any third party.

B. Licensor warrants that the Software will perform in accordance with the specifications provided by Licensor to Licensee, which will be detailed in the description of the Software as a product where the Licensor has made the Software available for purchase. THE WARRANTY PROVIDED FOR HEREIN IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, THAT MAY ARISE EITHER BY AGREEMENT BETWEEN THE PARTIES OR BY OPERATION OF LAW, INCLUDING THE WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

C. In the event of a claim by Licensee under this warranty, Licensor shall have the option to either repair or replace the Software. In the event that Licensor fails to repair or replace the Software within a reasonable period, Licensee's sole recourse shall be to terminate the Agreement and Licensor's sole obligation shall be to return any Licensee Fees paid by Licensee. In no event shall Licensor be liable for any incidental, consequential, or punitive damages as a result of its performance or breach of this Agreement.

6. IMPROVEMENTS

Any improvements or modifications made by Licensor to the version of the Software purchased by the Licensee shall be promptly provided to Licensee and shall be automatically included in this Agreement.

7. TERMINATION

The following termination rights are in addition to the termination rights that may be provided elsewhere in the Agreement:

A. Right to Terminate Upon Notice. Either party may terminate this Agreement on Number Days Notice of Termination days' written notice to the other party in the event of a breach of any provision of this Agreement by the other party, provided that, during the Number Days Notice of Termination-day period, the breaching party fails to cure such breach.

B. Licensee Right to Terminate. The rights of the Licensee to terminate this agreement shall be clearly defined at time of sale and where the Licensor has made the Software available for purchase.

8. POSTTERMINATION RIGHTS

A. Upon the expiration or termination of this Agreement, all rights granted to Licensee under this Agreement shall forthwith terminate and immediately revert to Licensor and Licensee shall discontinue all use of the Software and the like.

9. ASSIGNABILITY

The license granted hereunder is personal to Licensee and may not be assigned by any act of Licensee or by operation of law unless in connection with a transfer of substantially all the assets of Licensee or with the consent of Licensor.

10. INTEGRATION

This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements between the parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents that may be in conflict therewith.