LICENSE AGREEMENT

1. Definitions

(a) 'SMART COMPANY SOFTWARE' means SMART COMPANY SOFTWARE and its licensors, if any.

(b) 'Software' means the EMPLOYEE TRAINING MANAGER software program and any third party software programs contained therein, in each case supplied by SMART COMPANY SOFTWARE herewith, and corresponding documentation, associated media, printed materials, and online or electronic documentation, and all updates or upgrades of the above that are provided to you.

2. Grant of License.

This is a legal Agreement between you and SMART COMPANY SOFTWARE. The terms of this Agreement govern your use of this program. By requesting this program, you are agreeing to be bound by this Agreement. If you do not agree to the terms of this Agreement, please immediately uninstall the program from your computer. In consideration for your payment of the license fee, which is your purchase price of the program, SMART COMPANY SOFTWARE grants to you a non-exclusive right to use and display this copy on a single computer. You may not copy it and give the copy to others to use or own. SMART COMPANY SOFTWARE retains ownership and title of the program, both as originally recorded and all subsequent copies made. This License is not a sale of the original program or any copy. This program is licensed only to you and may not be transferred, assigned, rented, leased, sold or otherwise disposed of to anyone else.

3. License Restrictions.

(a) The program is protected by both United States copyright law and international treaty provisions. Unauthorized copying of the program is expressly forbidden.

(b) You may not distribute copies of this program to others.

(c) You may not modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the program. You may be held legally responsible for any copyright infringement that is caused or incurred by your failure to abide by the terms of this Agreement. Subject to these restrictions, you may make as many copies as you need for archival use; that is, for the sole purpose of backing up your program and protecting your investment from loss, as long as the archival copy contains the same proprietary notices as appear in this program.

4. Termination.

This License is effective until terminated. This license will terminate automatically without notice from SMART COMPANY SOFTWARE if you fail to comply with any provisions of this License. Upon termination you shall destroy all copies of the software.

4. Ownership

The foregoing license gives you limited license to use the Software. SMART COMPANY SOFTWARE and its suppliers and partners retain all right, title and interest, including all copyright and intellectual property rights, in and to, the Software and all copies thereof. All rights not specifically granted in this EULA, including Federal and International Copyrights, are reserved by SMART COMPANY SOFTWARE, its suppliers and its partners.

5. Disclaimer of Warranties.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, THIS PROGRAM IS DELIVERED 'AS IS' AND WITHOUT EXPRESS OR IMPLIED WARRANTY OF ANY KIND BY EITHER SMART COMPANY SOFTWARE OR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF SUCH PROGRAM, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.

6. Limitation of Liability.

UNDER NO CIRCUMSTANCES SHALL SMART COMPANY SOFTWARE BE LIABLE TO YOU ON ACCOUNT OF ANY CLAIM (WHETHER BASED UPON PRINCIPLES OF CONTRACT, WARRANTY, NEGLIGENCE OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, PRINCIPLES OF INDEMNITY, THE FAILURE OF ANY LIMITED REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE) FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, OR FOR ANY DAMAGES OR SUMS PAID BY YOU TO THIRD PARTIES, EVEN IF SMART COMPANY SOFTWARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7. General

No SMART COMPANY SOFTWARE dealer, agent or employee is authorized to make any amendment to this EULA.

If any provision of this EULA shall be held by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this EULA will remain in full force and effect.

All questions concerning this EULA shall be directed to: SMART COMPANY SOFTWARE, adrian@smartcompanysoftware.com, Attention: Adrian Robson.