Read this Agreement carefully before breaking the seal on the media package or downloading and installing the software. Breaking the seal or installing the software indicates your acceptance of the terms and conditions of this Agreement. If you do not agree with them, do not break the package seal or install the software. Return the sealed media and all other items that are not part of the media package within 30 days to Quantitative Software Management, Inc. (“QSM”) for a full refund of amounts paid.

PRODUCTS. As used in this Agreement, “Products” means the Software and all printed materials (the “Related Materials”) provided to you in this package for use with the Software. The “Software” consists of the full system, sample and utility computer programs recorded on the disks in this package. The term “Products” shall include all enhanced versions of, and updates to the Software and Related Materials which may subsequently be provided to you by QSM.

LICENSE. The Products are and will remain the property of QSM. QSM hereby grants you a nonexclusive, nontransferable license to use the Products on an internal basis and subject to the terms and conditions of this Agreement. You may (i) only use the Software on one computer CPU at a time, and (ii) make one copy of the Software for backup purposes only. Any copy of the Software which you make is the property of QSM and you agree to reproduce QSM’s copyright and other proprietary rights notices on any copy you make.

ADDITIONAL RESTRICTIONS. You may not use the Products as part of a service bureau or for any similar purpose. Sublicensing and rental of the Products is prohibited. You may not use the Software on a network or other multiple-user environment unless you pay for and obtain a multiple-user license from QSM. You may not decompile, disassemble or reverse-engineer the Software. You may not remove or obliterate any copyright or other proprietary rights notice on the Products.

NONDISCLOSURE. You agree to take adequate steps to protect the confidentiality of the Products, and not to publish or disclose the Products without the written permission of QSM. You agree not to use the Products for your own benefit or the benefit of any third party, except as specifically authorized in this Agreement.

DEFAULT. In the event you breach any of your obligations under this Agreement, QSM will immediately, without further notice, have the right to terminate the license granted to you to require the immediate return by you of all copies in your possession of the Products.

LIMITED WARRANTY. QSM warrants to you that, for a period of 90 days from the date of original receipt, (I) the Software shall not, under normal use and service, deviate materially from the applicable specifications contained in the Related Materials, and (ii) the Media and Related Materials shall be free from defect in materials and workmanship. If any such defect or deviation appears during such 90 day period in the Products, such items may be returned to QSM for replacement, without charge. This warranty does not cover defects arising from modifications, or misuse of the Products. NO OTHER WARRANTIES ARE PROVIDED BY QSM WITH RESPECT TO THE PRODUCTS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

LIABILITY. QSM’S OBLIGATION TO REPLACE THE DEFECTIVE PRODUCTS, AS PROVIDED ABOVE, IS YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY AND ALL CLAIMS AGAINST QSM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR RELATING TO ANY PRODUCT, WHETHER MADE OR SUFFERED BY YOU OR ANY OTHER PERSON AND WHETHER BASED IN CONTRACT OR TORT, IN NO EVENT SHALL QSM BE LIABLE FOR ANY LOST PROFITS, LOST SAVINGS OR OTHER CONSEQUENTIAL INCIDENTAL OR INDIRECT DAMAGES. IN NO EVENT SHALL THE LIABILITY OF QSM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR INABILITY TO USE ANY PRODUCT EXCEED THE AMOUNT YOU PAID TO LICENSE THE SOFTWARE.

EXPORT OF PRODUCTS. You agree that you will not, directly or indirectly, export or reexport, or knowingly permit the export or reexport of, the Products, or any technical information about the Products, to any country for which the United States Export Administration Act, any regulation thereunder, or any similar U.S. law or regulation, requires an export license or other U.S. Government approval, unless the appropriate export license or approval has been obtained.

MISCELLANEOUS. In the event of the partial or complete invalidity of any clause of this Agreement, such clause shall be deemed to be restated to reflect, as nearly as possible under applicable law, the original intentions of the parties, and the remainder of this Agreement shall continue in full force and effect. This Agreement constitutes the entire agreement and understanding between us and supersedes any proposal, prior agreement, or any other communication between us, oral or written, relating to the subject matter of this Agreement. This Agreement shall be governed by the laws of the Commonwealth of Virginia, without regard to its choice of law rules. You may not assign or transfer this Agreement.

U.S. GOVERNMENT USE. Where the Products are being delivered to the U.S. Government under a U.S. Government contract or subcontract, use, reproduction and disclosure of the Products by the U.S. Government shall, in the first instance, be subject to this Agreement. To the extent that the U.S. Government is not bound by the terms and conditions of this Agreement, its use, reproduction and disclosure of the Products shall be subject to the restrictions set forth in (I) FAR 52.227-14, Alts. ll and lll (ii) FAR 52.227-19, or (iii) DFARS 252.227-7013(c) (1) (ii), as applicable. For purposes of the FAR, the Products shall be deemed to be “unpublished” and licensed with disclosure prohibitions.