Active Takeoff End User License Agreement

End-user License Agreement for « Active Takeoff » (hereinafter THE "SOFTWARE").

IMPORTANT - PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE CONTINUING WITH THIS PROGRAM INSTALL.

END-USER LICENSE AGREEMENT ("EULA") IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY) AND QUOTER SOFTWARE INC. FOR THE SOFTWARE(S) IDENTIFIED ABOVE WHICH MAY INCLUDE ASSOCIATED SOFTWARE COMPONENTS, MEDIA, PRINTED MATERIALS, AND "ONLINE" OR ELECTRONIC DOCUMENTATION (THE "SOFTWARE"). BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. THIS LICENSE AGREEMENT REPRESENTS THE ENTIRE AGREEMENT CONCERNING THE PROGRAM BETWEEN YOU AND QUOTER SOFTWARE INC. AND IT SUPERSEDES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING BETWEEN THE PARTIES. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT INSTALL OR USE THE SOFTWARE.

1. GRANT OF LICENSE.

QUOTER SOFTWARE INC. grants you a nonexclusive and limited license to use the SOFTWARE and functionalities for which you have paid the applicable fees solely for your internal business purposes and in accordance with the terms and conditions of this Agreement. The SOFTWARE is licensed, not sold, to you.

2. INSTALLATION AND USE.

You may install and use the SOFTWARE only in the configuration and for the number of licenses acquired by you. QUOTER SOFTWARE INC. may control the number and type of licenses and the use of the SOFTWARE by key codes. You may also install non-production copies of the SOFTWARE as is reasonably necessary for disaster recovery, emergency restart and backup, including, but not limited to making copies for such purposes for use at one or more disaster recovery sites.

3. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.

3.1 Maintenance of Copyright Notices.

You must not remove or alter any copyright notices on any and all copies of the SOFTWARE.

3.2 Distribution.

You may not distribute registered copies of the SOFTWARE to third parties. Evaluation versions are available from QUOTER SOFTWARE INC.

3.3 Prohibition on Reverse Engineering, Decompilation, and Disassembly.

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

3.4 Rental.

You may not rent, lease, or lend the SOFTWARE.

3.5 Support Services.

QUOTER SOFTWARE INC. may provide you with support services related to the SOFTWARE ("Support Services"). Any supplemental software code provided to you as part of the Support Services shall be considered part of the SOFTWARE and subject to the terms and conditions of this EULA.

3.6 Compliance with Applicable Laws.

You must comply with all applicable laws regarding use of the SOFTWARE.

4. TERMINATION.

Without prejudice to any other rights, QUOTER SOFTWARE INC. may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the SOFTWARE in your possession.

5. COPYRIGHT.

All title, including but not limited to copyrights, in and to the SOFTWARE and any copies thereof are owned by QUOTER SOFTWARE INC. All title and intellectual property rights in and to the content which may be accessed through use of the SOFTWARE is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content. All rights not expressly granted are reserved by QUOTER SOFTWARE INC.

6. NO WARRANTIES.

QUOTER SOFTWARE INC. expressly disclaims any warranty for the SOFTWARE. The SOFTWARE is provided "As Is" without any express or implied warranty of any kind, including but not limited to any warranties of merchantability, noninfringement, or fitness of a particular purpose. QUOTER SOFTWARE INC. does not warrant or assume responsibility for the accuracy or completeness of any information, text, graphics, links or other items contained within the SOFTWARE. QUOTER SOFTWARE INC. makes no warranties respecting any harm that may be caused by the transmission of a computer virus, worm, time bomb, logic bomb, or other such computer program. QUOTER SOFTWARE INC. further expressly disclaims any warranty or representation to Authorized Users or to any third party.

7. LIMITATION OF LIABILITY.

In no event shall QUOTER SOFTWARE INC. be liable for any damages (including, without limitation, lost profits, business interruption, or lost information) rising out of 'Authorized Users' use of or inability to use the SOFTWARE, even if QUOTER SOFTWARE INC. has been advised of the possibility of such damages. In no event will QUOTER SOFTWARE INC. be liable for loss of data or for indirect, special, incidental, consequential (including lost profit), or other damages based in contract, tort or otherwise. QUOTER SOFTWARE INC. shall have no liability with respect to the content of the SOFTWARE or any part thereof, including but not limited to errors or omissions contained therein, libel, infringements of rights of publicity, privacy, trademark rights, business interruption, personal injury, loss of privacy, moral rights or the disclosure of confidential information.