AVONTUS SOFTWARE CORPORATION LICENSE AGREEMENT

Avontus Scaffold Counter for AutoCAD

This Product (as defined below) is intended for use by qualified scaffolding designers and/or competent persons as defined by OSHA and other applicable regulatory bodies. Use by unqualified persons may result in DEATH, SERIOUS PERSONAL INJURY, OR PROPERTY DAMAGE. Loads are determined by this Product based on the load-carrying capacity of a single leg. The total loads on individual components (plank, side bracket, etc.) as well as the loading of the scaffolding assembly (dead load, live load, wind load, seismic load, etc.) must be considered by any user of this Product. The Product provides no engineering checks or regulatory validation routines. You are entirely responsible for ensuring that the outputs generated by the Product are sufficient for your purposes and that they comply with any applicable laws or regulations.

Important -- Read Carefully: This Avontus Software Corporation License Agreement (“License Agreement”) is a legal agreement between you (either an individual person who has licensed the Product (as defined below) or an authorized representative of a company that has done so, who will be referred to in this License Agreement as “You”) and Avontus Software Corporation (“Avontus”) for the software product identified above. This License Agreement governs your rights to use such software, and any associated media and/or printed materials provided concurrently with it, as well as any software updates, add-on components, AutoCAD drawing blocks, AutoCAD drawings, stencils, AutoCAD drawing templates, shapes, SmartShapes® symbols, web services and/or supplements that Avontus may provide or make available to You, or that You may otherwise obtain through your use of the software product, concurrently or thereafter to the extent that such items are not accompanied by a separate license agreement or terms of use. All such software, media and documentation shall collectively be referred to throughout this License Agreement as the “Product.” BY INSTALLING, COPYING, DOWNLOADING, ACCESSING OR OTHERWISE USING THE PRODUCT, YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE AGREEMENT, DO NOT INSTALL, ACCESS OR USE THE PRODUCT.

1. Grant Of License.

This Section of the License Agreement describes your limited rights to install and use the Product, as well as various restrictions on such rights. The license rights described in this Section are subject to all other terms and conditions of this License Agreement.

1.1 Installation and Use.

During the term of this License Agreement, Avontus grants You a limited, non-exclusive, non-sublicensable, non-transferable, royalty-free license to install and use the Product for internal business purposes.

1.2 Other Licenses.

Your use of content that may be accessed through use of the Product may require additional licenses -- PLEASE CONSULT THE LICENSE AGREEMENT ACCOMPANYING SUCH CONTENT.

1.3 Reservation of Rights.

All rights not expressly granted in this License Agreement are reserved by Avontus.

1.4 Advertisement and Marketing Materials.

By installing or using the Product, you agree to accept advertisements that are offered through via the Product. Such advertisements may be provided by us or by third party advertising providers contracted by us. Any information collected by such third party advertising providers are subject to the policies of such providers. In addition, you agree to accept receipt of marketing materials from us, such as our enewsletter. You may opt out of receiving such marketing materials by sending an email message to sales@avontus.com.

2. License Restrictions And Limitations; Term and Termination.

2.1 Limitations.

You may not reverse engineer, decompile, disassemble, modify, or create derivative works of, the Product, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

2.2 Copy Protection.

The Product may include copy protection technology to prevent the unauthorized copying of the Product. It is illegal to make unauthorized copies of the Product or to circumvent any copy protection technology included in the Product.

2.3 Notice of Remote Authentication; Data Storage and Remote Disabling Feature.

The Product may require your computers to communicate with computers owned or operated by Avontus, to verify authentication codes and to unlock that version of the Product. The process of unlocking the Product will include Avontus receiving from your computer, via electronic means, certain identifying information from that computer (such as operating system version and unique signature information), but will not include any personally identifiable information of You. You hereby consent to the electronic transmission of such identifying information to Avontus, and You agree and consent to the storage of such information on Avontus’ owned or operated computer equipment. You further understand and agree that the Product periodically queries the Avontus authentication server to confirm license compliance, and this process does permit Avontus, in the event of a termination of this Agreement, to remotely disable the operation of the Product.

2.4 Separation of Component Parts.

The Product is licensed as a single product.

2.5 Trademarks.

This License Agreement does not grant You any rights in connection with any trademarks or service marks of Avontus Software Corporation or any other entity whose software or content You may access through use of the Product.

2.6 No Rental, Leasing, Commercial Hosting, Transfer Or Sublicensing.

Except as specifically permitted by Avontus, You may not rent, lease, lend, transfer, distribute or sublicense the Product, or otherwise provide commercial hosting services for the Product, to any third party. In addition, You may not use the Product to operate a service on behalf of third parties.

2.7 Term and Termination.

The license and rights granted to You under this License Agreement shall remain in effect indefinitely. Notwithstanding the foregoing, and without prejudice to any other rights, Avontus may terminate this License Agreement if you fail to comply with the terms and conditions of this License Agreement. Upon any such termination of this License Agreement, You must destroy all copies of the Product and all of its component parts.

3. Intellectual Property Rights.

All title and intellectual property rights in and to the Product (including but not limited to any images, stencils, AutoCAD drawing blocks, AutoCAD drawings, AutoCAD drawing templates, shapes, SmartShapes® symbols, photographs, animations, video, audio, music, text, and “applets” incorporated into the Product), the accompanying printed materials, and any copies of the Product are owned by Avontus or its suppliers. All title and intellectual property rights in and to the content that is not contained in the Product, but that may be accessed through use of the Product, is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties. This License Agreement grants you no rights to use such content. Your use of such content may require additional licenses -- PLEASE CONSULT THE LICENSE AGREEMENT ACCOMPANYING SUCH CONTENT.

4. U.S. Government License Rights.

Any Product provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial license rights and restrictions described elsewhere herein. Any Product provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995 is provided with “Restricted Rights” as provided for in FAR, 48 CFR 52.227-14 (June 1987) or DFAR, 48 CFR 252.227-7013 (October 1988), as applicable.

5. Export Restrictions.

You acknowledge that the Product is of U.S. origin. You agree to comply with all applicable international and national laws that apply to the Product, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments. You agree to defend, indemnify and hold Avontus and its officers, employees and affiliates harmless from and against any claims or losses (including, without limitation, for attorney’s fees) arising from or related to your breach of this Section 5. This indemnity obligation shall continue in perpetuity in the event this License Agreement terminates for any reason.

6. Applicable Law.

This License Agreement is governed by the laws of the State of California. In the event of any litigation between the parties, such litigation will be commenced and maintained in the Superior Court of the State of California, County of Alameda, or in the United States District Court for the Northern District of California in Alameda County. The parties expressly submit themselves to the jurisdiction of such courts.

7. Disclaimer of Warranties.

THE PRODUCT,IS PROVIDED “AS-IS WHERE-IS” WITH NO WARRANTIES WHATSOEVER EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY OR COMPLETENESS OF RESPONSES, OF RESULTS, OF WORKMANLIKE EFFORT, OF LACK OF VIRUSES, AND OF LACK OF NEGLIGENCE. AVONTUS FURTHER DISCLAIMS ANY WARRANTY THAT ANY DATA THAT MAY BE UPLOADED TO OUR SERVERS THROUGH USE OF THE PRODUCT WILL BE PRESERVED OR MAINTAINED WITHOUT ANY LOSS. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE PRODUCT.

8. Exclusion Of Incidental, Consequential And Certain Other Damages.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AVONTUS OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE PRODUCT, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS LICENSE AGREEMENT, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF AVONTUS OR ANY SUPPLIER, AND EVEN IF AVONTUS OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. Limitation Of Liability And Remedies.

NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF AVONTUS AND ANY OF ITS SUPPLIERS FOR ANY CLAIMS ARISING FROM OR RELATED TO YOUR USE OF, OR INABILITY TO USE, THE PRODUCT, OR THE PROVISION OF, OR FAILURE TO PROVIDE, SUPPORT SERVICES, AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY FOR THE PRODUCT. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

10. Indemnity.

The Product is provided to assist users in the management of inventory and equipment. HOWEVER, NEITHER AVONTUS NOR ITS SUPPLIERS GUARANTEES THE ACCURACY OR ADEQUACY OF ANY OUTPUTS PRODUCED BY OR THROUGH THE PRODUCT, EITHER DIRECTLY OR INDIRECTLY THROUGH OTHER AVONTUS PRODUCTS. You agree to defend, indemnify and hold Avontus and its officers, employees and affiliates harmless from and against any claims or losses (including, without limitation, for attorney’s fees) arising from or related to your failure to comply with the terms of this License Agreement. This indemnity obligation shall continue in perpetuity in the event this License Agreement terminates for any reason.

11. Entire Agreement.

This License Agreement is the entire agreement between You and Avontus relating to the Product and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Product or any other subject matter covered by this License Agreement. To the extent the terms of any Avontus policies or programs for support services conflict with the terms of this License Agreement, the terms of this License Agreement shall control.