Software License Agreement

1. Grant of License.

Subject to the terms of this Agreement, Vendor Corporation ("Vendor") grants you a non-exclusive, non-transferable license to use the EasyWay software program contained on the enclosed disk (the "Software"). You shall not sell, lease, assign, sublicense or otherwise transfer or disclose the Software in whole or in part, to any third party. Use of the Software is restricted to use throughout one campus building for educational purposes only.

2. Term of License.

The license shall remain in effect until terminated. You may terminate the license at any time by destroying all copies, modifications, or merged portions of the Software. It will also terminate if you fail to comply with any term or condition of this Agreement. You agree upon such termination to destroy the Software, any and all copies, modifications, or merged portions in any form.

3. Copyright.

The Software and the accompanying documentation is owned by Vendor and is protected by United States copyright laws and international treaty provisions. You may not modify, disassemble, decompile or reverse engineer the Software or documentation, except as consented to in writing by Vendor. You may not sublicense, assign or transfer this license or the Software. This license will automatically terminate if you transfer possession of any copy of the Software to any other party.

4. Acknowledgment and Indemnity.

YOU ACKNOWLEDGE THAT THE FAILURE TO PROPERLY OPERATE THE SOFTWARE LICENSED HEREUNDER, INCLUDING THE TIMELY AND ACCURATE INPUT AND TRANSMISSION OF ALL AND ANY DATA, COULD RESULT IN PROPERTY DAMAGE, PERSONAL INJURY OR DEATH THAT MIGHT HAVE BEEN AVOIDED IF THE SOFTWARE HAD BEEN PROPERLY OPERATED IN A TIMELY MANNER.

You agree to indemnify and hold Vendor harmless from any and all claims, damage, loss, cost, expense or other liability for property damage, personal injury, wrongful death or any other claim resulting from the negligent failure to properly operate the Software, including the timely and accurate input and transmission of ALL and ANY data.

5. Limited Warranty.

Vendor warrants that the Software will perform substantially in accordance with the accompanying Vendor end-use documentation for a period of sixty (60) days from the date of purchase. THIS WARRANT IS EXCLUSIVE AND VENDOR MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

6. Remedies.

If you believe that the Software has not performed in accordance with the foregoing limited warranty, you must notify Vendor in writing not more than 90 days after the end of the applicable warranty period. In the event such limited warranty has been breached, Vendor shall, at its option, either (i) repair or replace the Software free of charge, or (ii) accept the return of the Software and refund the purchase price therefor.

No Liability for Damages. IN NO EVENT WILL VENDOR BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOST SAVINGS, PERSONAL INJURY, WRONGFUL DEATH, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF VENDOR OR AN AUTHORIZED DEALER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY, EXCEPT TO THE EXTENT OF THE REMEDIES DESCRIBED ABOVE IN THE EVENT OF THE BREACH OF THE LIMITED WARRANTY DESCRIBED ABOVE.

7. Governing Law.

The parties agree that any dispute or default arising from this Agreement shall be governed by the internal law of the State of Illinois, and each party agrees to submit to the jurisdiction and venue of the Circuit Court of Cook County, Illinois.

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Last updated: April 11, 2002