Software License Agreement

IMPORTANT: CAREFULLY READ THIS LICENSE BEFORE USING THIS PRODUCT. INSTALLING, OR OTHERWISE USING THIS PRODUCT INDICATES YOUR ACKNOWLEDGMENT THAT YOU HAVE READ THIS LICENSE AND AGREE TO BE BOUND BY AND COMPLY WITH ITS TERMS. IF YOU DO NOT AGREE, RETURN THE COMPLETE PRODUCT TO YOUR PLACE OF PURCHASE WITHOUT INSTALLING, WITHIN SEVEN DAYS OF THE DATE YOU ACQUIRED IT FOR A FULL REFUND. THIS LICENSE AGREEMENT IS YOUR PROOF OF LICENSE. PLEASE TREAT IT AS VALUABLE PROPERTY.

A. LICENSE:

Matrix Security, Inc. ("we" or "us") provides the original owner ("you"), with storage media containing, or an electronic download of, the current version of the SITEMASTER 200 computer software, including its code, Product registration number ("Registration Number"), objects as well as any images, photographs, templates, the accompanying printed materials, this License Agreement ("License"), and "online" or electronic documentation (together called the "Product") and we grant you a license to use the Product in accordance with the terms of this License. Any supplemental software code and supporting materials provided to you as part of updates or support services provided by Matrix Security, Inc. for the Product shall be considered part of the Product and subject to the terms and conditions of this License.

B. TITLE & COPYRIGHT:

This License provides you with a limited license to use the Products in a manner consistent with the terms hereof and does not constitute a sale of the Products. Title, ownership, and intellectual property rights in and to the Products, and derivatives thereof, remain with Matrix Security, Inc., or their respective owners. The Products are protected by United States and international copyright laws and international treaty provisions. You may not remove, obscure, or alter any notice of patent, copyright, trademark, trade secret or other proprietary rights and must reproduce any copyright or other notice marked on the Product on all copies you make.

C. YOU MAY:

1. install and use the Product on multiple computers as long as the Product is used to only access datasets that you have purchased.

2. also store a copy of the Product on a single storage device, such as a network server, used only to install or run the Product on your other computers over an internal network.

3. make one copy of the Product for archive or backup purposes.

4. use the supplied Registration Number and/or Activation Key to only activate a Product that you have purchased, or to activate a Product upgrade that you have purchased, or that was supplied to you by Matrix Security, Inc. at no charge.

D. YOU MAY NOT:

1. use the Product's Registration Number and/or Activation Key to activate any other copy of the Product that you do not own or distribute your Registration Number and/or Activation key to anyone else by any means.

2. use the Product or make copies of it except as permitted in this License.

3. translate, reverse engineer, decompile, or disassemble the Product except to the extent the foregoing restriction is expressly prohibited by applicable law.

4. rent, lease, assign, or transfer the Product except as set out in paragraph B above.

5. modify the Product or merge all or any part of the Product with another program.

6. redistribute any component files included with the Product

7. separate the component parts of the Product for use on more than one computer.

8. install more than one database without purchasing separate license keys for each database. Multiple datasets can be purchased for each database installed.

E. TERM:

This license shall remain in effect only for so long as you are in compliance with the terms and conditions of this agreement. This license will terminate if you fail to comply with any of its terms or conditions. You agree, upon termination, to destroy all copies of the Product. The Limitations of Warranties and Liability set out below shall continue in force even after any termination.

F. LIMITED WARRANTY:

Matrix Security, Inc. has made reasonable checks of the Product to confirm that it will perform during normal use on compatible equipment. However, due to the inherently complex nature of computer software, Matrix Security, Inc. does not warrant that the Product is error-free, will operate without limitation, is compatible with all equipment and software configurations, or will otherwise meet your needs. Matrix Security, Inc. warrants that for ninety days from receipt of the Product, the Product shall be free of defects in materials or workmanship under normal use. If any such defect appears within such ninety-day period, the software may be returned for replacement without charge.

G. LIMITATION OF WARRANTIES AND LIABILITY:

EXCEPT FOR THE EXPRESS WARRANTY ABOVE, THE PRODUCT IS PROVIDED ON AN "AS-IS" BASIS, WITHOUT ANY OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABLE QUALITY, SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THOSE ARISING BY LAW, STATUTE, USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE. THE ENTSchlageE RISK AS TO THE RESULTS AND PERFORMANCE OF THE PRODUCT IS ASSUMED BY YOU. NEITHER WE NOR OUR DEALERS OR SUPPLIERS SHALL HAVE ANY LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INDSchlageECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR PROFIT, LOST OR DAMAGED DATA OR OTHER COMMERCIAL OR ECONOMIC LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR THEY ARE FORESEEABLE. WE ARE ALSO NOT RESPONSIBLE FOR CLAIMS BY A THSchlageD PARTY. OUR MAXIMUM AGGREGATE LIABILITY TO YOU AND THAT OF OUR DEALERS AND SUPPLIERS SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE PRODUCT. THE LIMITATIONS IN THIS SECTION SHALL APPLY WHETHER OR NOT THE ALLEGED BREACH OR DEFAULT IS A BREACH OF A FUNDAMENTAL CONDITION OR TERM OR A FUNDAMENTAL BREACH. SOME STATES/COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

H. U.S. GOVERNMENT RIGHTS:

With respect to any acquisition of the Product by or for any unit or agency of the United States Government (the "Government"), the Product shall be classified as "commercial computer software", as that term is defined in the applicable provisions of the Federal Acquisition Regulation (the "FAR") and supplements thereto, including the Department of Defense (DoD) FAR Supplement (the "DFARS"). The Product was developed entirely at private expense, and no part of the Product was first produced in the performance of a Government contract. If the Product is supplied for use by the DoD, the Product is delivered subject to the terms of this Agreement and either (i) in accordance with DFARS 227.7202-1(a) and 227.7202-3(a), or (ii) with restricted rights in accordance with DFARS 252-227-7013 (c)(1)(ii)(OCT 1988), as applicable. If the Product is supplied for use by a Federal agency other than DoD, the Product is restricted computer software delivered subject to the terms of this Agreement and (i) FAR 12.212(a); (ii) FAR 52.227-19; or (iii) FAR 52.227-14 (ALT III), as applicable. The contractor/manufacturer is Matrix Security, Inc.

I. GENERAL:

This License is the entire agreement between us, superseding any other agreement or discussions, oral or written, and may not be changed except by a signed agreement. This License shall be governed by and construed in accordance with the laws of the State of Colorado, USA, excluding that body of law applicable to choice of law and excluding the United Nations Convention on Contracts for the International Sale of Goods and any legislation implementing such Convention, if otherwise applicable. If any provision of this License is declared by a Court of competent jurisdiction to be invalid, illegal, or unenforceable, such a provision shall be severed from the License and the other provisions shall remain in full force and effect.

ADDRESS AND TELEPHONE : For Matrix Security, Inc. 4378 Lariat Way, Boulder, CO (800) 622-4893. You can also reach us at www.matrixsecurity.com.