DO NOT INSTALL OR USE THIS PRODUCT UNTIL YOU HAVE READ AND YOU UNDERSTAND THE FOLLOWING TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT. YOUR INSTALLATION OR USE OF THIS PRODUCT WILL SIGNIFY YOUR AGREEMENT TO BE BOUND BY ALL THE FOLLOWING TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT.

IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, DO NOT INSTALL OR USE THE SOFTWARE OR DOCUMENTATION AND PROMPTLY RETURN THE PRODUCT TO THE PLACE OF PURCHASE FOR A FULL REFUND. IF YOU HAVE ANY DIFFICULTY OBTAINING A REFUND, CONTACT LICENSOR AT 1-800-451-7917 (FROM WITHIN THE US) OR 1-603-223-0745 (FROM OUTSIDE THE US).

1. Definitions

1. "Agreement" means this License Agreement.
2. “Documentation” means the printed material enclosed with this Agreement, and any revisions thereto which you receive from Licensor.
3. “Licensor” means Secure Care Products, Inc., a New Hampshire corporation with a principal place of business at 39 Chenell Drive, Concord, New Hampshire 03301-8501, any of its licensors, and the assignees and successors in interest of each.
4. “Limited License” means the non-exclusive, personal and non-assignable right to apply the Software and Documentation to your personal use, subject to all the terms and conditions of this Agreement.
5. "Person" means either a natural or an artificial person, including, but not limited to, corporations, partnerships, associations and government agencies.
6. "Product" means the Software and the Documentation.
7. “Software” means a CD-ROM enclosed with this Agreement, and any modifications thereto which you receive from Licensor.
8. "Trademarks" means Licensor's logo or name or any other trademark, service mark, or trade name used or claimed by Licensor.
9. “You” means the initial end-user of this Product and Your permitted assignee, in accordance with Section 3.G below.

2. Limited License to Use

Subject to your agreement to be bound by all the terms and conditions of this Agreement, and only during the period of your compliance with all those terms and conditions, Licensor grants to You a Limited License.

3. Restrictions on the Limited License

The Limited License is subject to the following restrictions:

1. You must only apply the Product to your personal use;
2. You may use only one copy of the Software on a single terminal or connected to a single computer;
3. You may not, directly or indirectly, use the Software on more than one terminal, or on more than one computer, at a time;
4. You may not copy, rent, sublicense, lease, disseminate or otherwise cause or permit the disclosure or distribution of the Product or any part thereof to any other Person;
5. You may not use the Product to conduct a service bureau, application service provider (“ASP”) or similar business for the benefit of any other Person;
6. You may not modify, enhance, supplement, create a derivative work from, adapt, translate, reverse engineer, decompile, disassemble or reduce the Software to a form that can be read by a human being; provided, however, that if You are using the Software in the European Union, Norway or Australia and reproduction of the code and translation of its form are necessary to obtain the information required to achieve the interoperability of the Software with other programs, You shall inform Licensor in writing accordingly and Licensor shall notify You within twenty (20) business days from receipt of Your notice that: (i) Licensor will perform the work in order to achieve such interoperability and charge You a reasonable expense allowance for such work, or (ii) You may undertake those actions, but only to the extent required to achieve the interoperability of the Software with other programs; and.
7. You may not sell or transfer reproductions of the Product or any part thereof to any other Person; provided, however, that if You are using the Software in the European Economic Area, You may transfer Your copy of the Software together with its Documentation on a permanent basis, provided that You notify Licensor of the name and address of the recipient of Your copy and that such recipient agrees in writing to be bound by the terms and conditions of this Agreement.

4. Ownership of the Software and Documentation

Licensor is the sole and exclusive owner of all rights in the Product and any part thereof, including all copyright, patent and other intellectual property rights. Licensor's rights in the Product are protected by the laws of the United States and Canada and by international treaties. You agree that you will not take any action inconsistent with Licensor’s sole and exclusive rights in the Product.

5. Warranties and Disclaimer of Warranties

1. SUBJECT TO THE LIMITATIONS OF THIS SECTION 5 AND LICENSOR’S GENERAL PRODUCT WARRANTY STATEMENT (AS AMENDED FROM TIME TO TIME BY LICENSOR IN ITS ABSOLUTE DISCRETION), LICENSOR WARRANTS TO YOU THAT THE SOFTWARE WILL OPERATE SUBSTANTIALLY IN CONFORMITY TO THE DOCUMENTATION, FOR THE PERIOD OF TIME SET FORTH IN THE DOCUMENTATION, BEGINNING ON THE DATE OF PURCHASE BY THE INITIAL END-USER. THIS WARRANTY DOES NOT EXTEND TO, AND IS NOT FOR THE BENEFIT OF, ANY PERSON OTHER THAN THE INITIAL END-USER OF THE SOFTWARE. THIS WARRANTY DOES NOT EXTEND TO ANY MODIFICATION OR ENHANCEMENT OF THE SOFTWARE PROVIDED BY OR ON BEHALF OF LICENSOR OR MADE BY YOU OR ANY THIRD PARTY.
2. EXCEPT AS STATED IN SECTION 5.A ABOVE, LICENSOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE WHOLE OR ANY PART OF THE SOFTWARE AND DOCUMENTATION, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND/OR NON-INFRINGEMENT. LICENSOR ALSO DISCLAIMS ALL OBLIGATIONS THAT MIGHT OTHERWISE ARISE OR BE IMPLIED FROM ANY COURSE OF DEALING OR USAGE IN TRADE.
3. ALL PATCHES, UPGRADES AND OTHER MODIFICATIONS OR ENHANCEMENTS OF THE SOFTWARE THAT MAY BE PROVIDED ARE PROVIDED WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, AND SOLELY ON AN “AS IS” BASIS.

6. Limitations of Liability

REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION, LICENSOR’S TOTAL LIABILITY TO ALL PERSONS, WHETHER SINGLY OR TOGETHER, FOR ALL OCCURRENCES COMBINED, FOR CLAIMS, COSTS, DAMAGES OR LIABILITY BASED ON ANY CAUSE WHATSOEVER AND ARISING FROM OR IN CONNECTION WITH THE PRODUCT, SHALL NOT EXCEED THE PURCHASE PRICE (WITHOUT INTEREST) PAID BY THE INITIAL END USER OF THE PRODUCT.

IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY LOSS OF DATA, LOSS OF PROFITS OR LOSS OF USE OF THE SOFTWARE OR DOCUMENTATION OR ANY EQUIPMENT, OR FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, MULTIPLE OR OTHER DAMAGES, ARISING FROM OR IN CONNECTION WITH THE PRODUCT.

IN NO EVENT SHALL LICENSOR BE LIABLE TO ANYONE FOR ANY CLAIMS, COSTS, DAMAGES OR LIABILITIES CAUSED BY: IMPROPER OR DEFECTIVE USE OR OPERATION OF THE PRODUCT OR USE OF THE SOFTWARE WITH ANY SYSTEM OR CONFIGURATION NOT DESIGNED TO LICENSOR’S STANDARDS OR IN WHICH ANY PARTY HAS SUBSTITUTED MATERIALS NOT SPECIFIED BY LICENSOR.

YOU AGREE TO INDEMNIFY AND HOLD LICENSOR HARMLESS FROM ALL CLAIMS, COSTS, DAMAGES AND LIABILITIES ASSERTED BY ANYONE FOR ANY DAMAGES THAT ARE EXCLUDED AND WAIVED, OR ARE INTENDED TO BE EXCLUDED AND WAIVED, BY THIS SECTION 6, OR WHICH ARE IMPOSED BY LAW ON BEHALF OF YOU OR ANYONE CLAIMING THROUGH YOU WHICH ARE NOT EXPRESSLY STATED IN THIS AGREEMENT.

THE EXCLUSIONS, WAIVERS AND LIMITATIONS ON CLAIMS, COSTS, DAMAGES AND LIABILITIES AND ANY RIGHTS OF INDEMNIFICATION SET FORTH IN THIS SECTION 6 SHALL BE ENFORCEABLE TO THE MAXIMUM EXTENT ALLOWED BY LAW AND SHALL NOT BE EXTENDED OR NEGATED IN ANY RESPECT BY LICENSOR’S OPERATION OF A “HELP LINE” TO RECEIVE AND RESPOND TO TELEPHONE OR DIAL-IN INQUIRIES ABOUT ITS PRODUCTS, BY ANY COMMUNICATIONS THROUGH THAT “HELP LINE” OR BY ANY ACTIONS TAKEN BY ANYONE FOLLOWING COMMUNICATIONS WITH LICENSOR OVER SUCH “HELP LINE”. YOU ARE RESPONSIBLE TO UNDERTAKE ALL ACTIONS PERMITTED OR REQUIRED BY ANY LAWS AND GOVERNMENT-IMPOSED RULES OR REGULATIONS TO ENSURE THAT THE EXCLUSIONS, WAIVERS AND LIMITATIONS ON CLAIMS, COSTS, DAMAGES AND LIABILITIES AND ANY RIGHTS OF INDEMNIFICATION SET FORTH IN THIS SECTION 6 ARE ENFORCEABLE.

7. Warranty Claims

If you believe you have a claim under the Warranty set forth in Section 5 above, you must take the following steps:

1. Contact Licensor’s service department, by calling 1 800 451 7917 (from within the US) or 1 603 223 0745 (from outside the US), between 9 am and 5 pm (US Eastern Time), Monday through Friday (except U.S. holidays);
2. Provide Licensor's service department with your name and address and the serial number of your Software. The service department will provide you with a Return Authorization Number. No shipment will be accepted by Licensor if it does not have a Return Authorization Number; and
3. Send the original CD-ROM to Licensor at 39 Chenell Drive, Concord, NH, 03301 8501, along with the Return Authorization Number, a complete written statement describing the alleged defect and the address to which the CD-ROM should be returned.
   Upon receipt, Licensor will examine the CD-ROM and your description of the alleged defect, determine whether there is a defect in the Software, and, if there is, whether it is covered by warranty. If Licensor determines that there is a defect which is covered by warranty, it will either repair or replace the CD-ROM or refund the purchase price (without interest) paid by the initial end-user of the Product. The preceding sentence shall be Licensor’s exclusive liability and Your sole remedy for a breach of the warranty in Section 5 above. If Licensor determines that there is a defect that is not covered by warranty, it will notify you and, if feasible, offer to repair or replace the CD-ROM for an additional charge. If Licensor determines that there is no defect, it will return the CD-ROM to You with a bill for its servicing charges .
   All shipments to and from Licensor will be at Your expense, unless Licensor determines that there is a defect in the Software which is covered by warranty, in which case Licensor will reimburse you for shipment to Licensor and will pay for shipment back to you.

8. Miscellaneous

1. Trademarks, etc. You acknowledge ownership by Licensor in, and the validity of, the Trademarks and agree not to contest the ownership or validity thereof by Licensor and not to acquire any interest therein by any means. You shall not use, or at any time register with any government authority, any of the Trademarks, or any name, mark or logo which is confusingly similar to the Trademarks.
2. Priority of Agreements . If there is a conflict between the terms and conditions of this Agreement and the terms of any other documents (including any purchase order), the terms and conditions of this Agreement shall control.
3. No Re-Export. You may not export or re-export the Software or Documentation and shall indemnify and hold Licensor harmless from all claims, costs, damages and liabilities incurred by Licensor as a result of any export or re-export of the Software or Documentation by you or your agents or successors in interest.
4. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous and contemporaneous representations, negotiations, writings and understandings, if any, relating to such subject matter. This Agreement may not be amended or modified except in writing, signed by the President or Executive Vice President of Licensor.
5. Waiver. No term or condition of this Agreement may be waived except in writing signed by the Licensor. A waiver on one or more occasions of any term or condition of this Agreement shall not constitute or be deemed to be a waiver of such term or condition on any other occasion. No delay or failure of Licensor to exercise any right or remedy under this Agreement will operate as a waiver thereof; no failure to enforce or insist upon compliance with any provision of this Agreement on any one occasion shall be deemed to be a waiver of the Licensor’s right to do so on another occasion; and no course of dealing between the parties will constitute a waiver, alteration, limitation or expansion of any of Licensor’s rights under this Agreement. Only the President or Executive Vice President of Licensor shall have authority to sign a written waiver of any term or condition of this Agreement.
6. Governing Law. This Agreement, and all questions arising out of or relating to it, shall be governed by and construed in accordance with the laws of the State of New Hampshire, without giving effect to: (i) the conflict of laws provisions thereof; (ii) the United Nations Convention on Contracts for the International Sale of Goods; (iii) the 1974 Convention on the Limitation Period in the International Sale of Goods (the “1974 Convention”); and (iv) the Protocol amending the 1974 Convention, done at Vienna April 11, 1980.
7. Arbitration of Disputes and Jurisdiction to Enforce Award. Any dispute, controversy or claim arising out of or relating to this Agreement shall be resolved by arbitration. Regardless of the amount in dispute, the arbitration shall be conducted by a single arbitrator selected by the parties or, if they cannot agree, by a single arbitrator selected in accordance with the Commercial Arbitration Rules of the American Arbitration Association without regard to the amount in dispute. The arbitration shall be conducted in English, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, in Concord, New Hampshire. The arbitrator may proceed to an award notwithstanding the failure of the other party to participate in the proceedings. The arbitrator shall be authorized to grant interim relief, including to prevent the destruction of goods or documents involved in the dispute, protect trade secrets and provide for security for a prospective monetary award. The limitations on liability set out in Section 6 above shall apply to an award of the arbitrator. Specifically, but without limitation, under no circumstances shall the arbitrator be authorized to award punitive damages, including but not limited to federal or state statutes permitting multiple or punitive damage awards. Any purported award of punitive or multiple damages or of other damages not permitted under Section 6 above shall be beyond the arbitrator’s authority, void, and unenforceable The decision of the arbitrator shall be the sole and exclusive remedy of the parties and shall be binding and enforceable by any court of competent jurisdiction. The expense of the arbitration (excluding each side’s own attorneys’ fees, costs and related expenses) shall initially be paid in equal shares by each side, but the total of such expenses plus any award of attorneys' fees, costs and expenses shall finally be paid by the parties as the arbitrator determines. Notwithstanding anything contained in this Section to the contrary, Licensor shall have the right to institute judicial proceedings against You or anyone acting by, through or under You, in order to enforce Licensor’s rights hereunder through reformation of contract, specific performance, injunction or similar equitable relief.
8. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.
9. No Additional Rights or Licenses. No rights or licenses which are not expressly granted by this Agreement shall be construed to be granted in connection with the Product or the Trademarks or the transactions involved in or the relationships and obligations established by this Agreement.
10. Taxes. All federal, state, local and foreign taxes, levies and assessments imposed on either Licensor or You and arising out of this Agreement or the relationships and obligations established by this Agreement (with the exception of income or other taxes imposed upon Licensor and measured by the gross or net income of Licensor) shall be Your responsibility, and, if paid or required to be paid by Licensor, shall be become immediately due from You to Licensor.
11. Section Headings. Captions and section headings hereof are for reference purposes only and shall not control or alter the meaning of this Agreement as set forth in the text.
12. Government Rights. The Software and Documentation are “commercial computer software” or “commercial computer software documentation”. Absent a written agreement to the contrary, the U.S. Government’s rights with respect to such Software and Documentation are governed by the terms and conditions of this Agreement, pursuant to F.A.R. ‘12.212(a) and or DFARS ‘227.7202-1(a), as applicable.