SMAC-CL version 1.0 License Agreement

This End User License Agreement ("Software License Agreement") is a legal document between you and KLC Consulting, Inc. ("KLC"). It is important that you read this document before using the accompanied software product ("Software") and any accompanying documentation, including without limitation printed materials, 'online', or electronic documentation ("Documentation"). By clicking the 'Next' button, by installing, or otherwise using the Software, you agree to be bound by the terms of this Software License Agreement including without limitation the warranty disclaimers, limitation of liability and termination provisions below, whether or not you decide to purchase the Software. IF YOU DO NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST:

(i) IMMEDIATELY CEASE USING THE SOFTWARE,

(ii) DESTROY ALL COPIES OF THE SAME, INCLUDING ANY COPIES STORED ON YOUR HARD DRIVE AND ANY ARCHIVAL COPIES, AND

(iii) FOLLOW THE PROCEDURES ESTABLISHED BY THE MANUFACTER.

LICENSE GRANT:

KLC grants you a non-exclusive, non-transferable right and license to use the Software as follows license types:

- EVALUATION LICENSE

KLC permits use of the Software to assess the performance of the Software for a non-renewable period of 14 days after installation. After the evaluation period has expired, you must purchase a license to use the Software product or cease to use the Software and remove the Software from all computer storage media. The Software is not a free product.

- SINGLE USER LICENSE

All commercial, consulting, and institutional users must purchase a license to use the Software from KLC and register the Software with KLC. The purchase of a single user license authorizes you to install and work with the Software on one computer at one physical location.

TERMS AND CONDITIONS

1. There is no warranty and no technical support available unless you purchase a technical support agreement.

2. You may not use the Software on a network server as a networked application or allow the Software to be used on more than one computer without purchasing a license for each computer accessing the Software or on which the Software has been installed.

3. You may make a reasonable number of back-up copies of the Software to be used only to replace an unusable copy of the Software you purchased. You are prohibited to distribute, transfer or sell such copies.

COPYRIGHT. The Software is proprietary to KLC and its licensors. KLC and its licensors retain all copyrights, trade secret rights, patents, trademarks and any other proprietary rights relating to the Software. Except as expressly provided in the License Grant above, you may not copy, reproduce, alter, modify, decompile, disassemble, reverse engineer, or create derivative works based on, the Software. All rights not expressly granted are reserved. Any copy of the Software that you are permitted to make under this Agreement must include all of the copyright and other notices appearing in the original copy of the Software.

RESTRICTIONS ON TRANSFER. This license is personal to you, and neither your rights hereunder nor any copy of the Software, may be sold, assigned, distributed, transferred or sublicensed to any other person, in any media (including electronic media), without the prior written consent of KLC. Any transfer in violation of this section will be null and void and will automatically terminate your right to use or possess the Software.

UPDATED VERSIONS. The Software may be updated from time to time by KLC in its sole discretion. You may obtain such updated versions of the Software from KLC on the terms agreed upon by KLC and you. Such updated versions of the Software are expected to operate more accurately and effectively. You acknowledge that you are responsible for downloading and installing such updated versions of the Software. This license is limited to the accompanied version of the product and will terminate upon the release of a newer version of the product. The installation of an updated version of the product may require the purchase of a new license.

LIMITED WARRANTY. KLC DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED OR THAT THE SOFTWARE WILL BE ERROR-FREE. THE ABOVE WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE. Some states do not allow limitations on an implied warranty, so the above limitations may not apply to you. You may have other rights that vary from state to state. WITHOUT LIMITATION, THE SOFTWARE IS NOT INTENDED FOR USE IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION, COMMUNICATION SYSTEMS OR AIR TRAFFIC CONTROL EQUIPMENT, WHERE THE FAILURE OF THE SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.

LIMITATION OF LIABILITY. IN NO EVENT WILL KLC OR ITS LICENSORS BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING ANY LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF DATA ARRISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF KLC OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL KLC'S LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT OF THE LICENSE FEES ACTUALLY PAID BY YOU IN RESPECT OF THE COPY OF SOFTWARE GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. Some states do not allow the exclusion or limitation of incidental, consequential or special damages, so the above limitations may not apply to you.

NOTICE TO U.S. GOVERNMENT END USERS. The Software and any accompanying documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the U.S. Government or its contractors is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, or any successor regulation or as set forth in the particular department or agency regulations or rules which provide KLC or its licensors with protection equivalent to or greater than that clause.

GOVERNING LAW AND GENERAL PROVISIONS. This Agreement will be governed by the laws in force in the State of Massachusetts, excluding the application of its conflicts of law principles. If any part of this Agreement is found void or unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms. You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations. This Agreement shall automatically terminate upon failure by you to comply with its terms. This Agreement may only be modified in writing signed by an authorized officer of KLC.

RESTRICTED RIGHTS NOTICE. The Software was developed entirely at private expense and is commercial computer software provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the U.S. Government or a U.S. Government subcontractor is subject to the restrictions set forth in this Agreement and as provided in FAR 12.211 and 12.212 (48 C.F.R. §12.211 and 12.212) or DFARS 227-7202-1 (48 C.F.R. §227-7202-1) as applicable.

PRE-RELEASE PRODUCT ADDITIONAL TERMS

If the product you have received with this license is pre-commercial release or beta Software ("Pre-release Software"), then this Section applies. To the extent that any provision in this Section is in conflict with any other term or condition in this Software License Agreement, this Section shall supersede such other term(s) and condition(s) with respect to the Pre-release Software, but only to the extent necessary to resolve the conflict. You acknowledge that the Software is a pre-release version, does not represent final product from KLC, and may contain bugs, errors and other problems that could cause system or other failures and data loss. CONSEQUENTLY, THE PRE-RELEASE SOFTWARE IS PROVIDED TO YOU "AS-IS", AND KLC DISCLAIMS ANY WARRANTY OR LIABILITY OBLIGATIONS TO YOU OF ANY KIND, WHETHER EXPRESS OR IMPLIED. WHERE LEGALLY LIABILITY CANNOT BE EXCLUDED FOR PRE-RELEASE SOFTWARE, BUT IT MAY BE LIMITED, KLC'S LIABILITY AND THAT OF ITS SUPPLIERS SHALL BE LIMITED TO THE SUM OF TWENTY DOLLARS (U.S.$20) IN TOTAL. You acknowledge that KLC has not promised or guaranteed to you that Pre-release Software will be announced or made available to anyone in the future, that KLC has no express or implied obligation to you to announce or introduce the Pre-release Software, and that KLC may not introduce a product similar to or compatible with the Pre-release Software. Accordingly, you acknowledge that any research or development that you perform regarding the Pre-release Software or any product associated with the Pre-release Software is done entirely at your own risk. During the term of this Software License Agreement, if requested by KLC, you will provide feedback to KLC regarding testing and use of the Pre-release Software, including error or bug reports. If you have been provided the Pre-release Software pursuant to a separate written agreement, your use of the Software is governed by such agreement. You may not sublicense, lease, loan, rent, distribute or otherwise transfer the Pre-release Software. Upon receipt of a later unreleased version of the Pre-release Software or release by KLC of a publicly released commercial version of the Software, whether as a stand-alone product or as part of a larger product, you agree to return or destroy all earlier Pre-release Software received from KLC and to abide by the terms of the license agreement for any such later versions of the Pre-release Software.