SurveyOps

Your download and installation of the software is subject to this Software License Agreement. You must accept the agreement in order to download the software.

BY DOWNLOADING AND INSTALLING THIS SOFTWARE PRODUCT YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. PLEASE READ IT CAREFULLY. THIS SOFTWARE DOWNLOAD LICENSE AGREEMENT ("AGREEMENT") ACCOMPANIES THE SOFTWARE PRODUCT YOU ARE ABOUT TO DOWNLOAD AND RELATED DOCUMENTATION ("PRODUCTS"). THE TERM "PRODUCTS" ALSO INCLUDES ANY MODIFIED VERSIONS OR UPDATES OF THE SOFTWARE PROVIDED TO YOU BY MANUFACTURER. IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MAY NOT DOWNLOAD, INSTALL OR OTHERWISE USE THE PRODUCTS. UPON YOUR ACCEPTANCE OF THIS AGREEMENT, MANUFACTURER TECHNOLOGY (MANUFACTURER) GRANTS YOU THE FOLLOWING LIMITED LICENSE:

This Agreement is effective as of the date you download and install the copy of the Products on your computer ("Effective Date"). The period of time after you download and install the Products is referred to in this Agreement as the "Usage Period".

1. Purpose. Chalk Mountain LLC, (MANUFACTURER) has made a version of its SurveyOPS software and documentation ("Products") which it desires to license to certain entities for their use. You desire to use the Product.

2. Registration. MANUFACTURER requires the purchase and registration of this product prior to usage.

3. Grant. MANUFACTURER grants license to you to use the Products under the terms and conditions of the Agreement.

4. Usage. Usage activities shall be limited to usage by an end-user. In the event that you wish to utilize the Product for development or commercial purposes, you must sign an appropriate license agreement with MANUFACTURER. You may not use the Products for timesharing, rental or service bureau purposes without an appropriate license agreement with MANUFACTURER.

5. Intellectual Property. During the term of the Agreement, you may use the Products. All copies of the Products, shall be the sole and exclusive property of MANUFACTURER. The Products, and all intellectual property rights related to the Products, remain the sole property of MANUFACTURER or its licensors (as the case may be). You agree not to sell, transfer, or disclose information contained in the Products, nor demonstrate the Product to others, without the prior written consent of MANUFACTURER. During the term of the Agreement, you agree to hold any EES trade secrets and other proprietary information received under this Agreement in strictest confidence and to employ reasonable measures to prevent the unauthorized use thereof, which measures shall not be less than those measures employed by you in protecting your own trade secrets and other proprietary information. Your obligations of confidentiality, as defined in this Agreement, shall survive and continue following your termination of use of the Software.

6. DISCLAIMER OF WARRANTIES. THE PRODUCTS ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY WHATSOEVER. MANUFACTURER MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS, CONDITIONS OR WARRANTIES UNDER THIS AGREEMENT. BY WAY OF EXAMPLE, BUT NOT LIMITATION, ANUFACTURER MAKES NO REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSES, OR THAT THE TEST OR EVALUATION OF THE PRODUCTS WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MANUFACTURER RESERVES THE RIGHT TO CHANGE PRODUCT DESCRIPTION AND INCLUDED FEATURES AT ANY TIME WITHOUT NOTICE. IN NO EVENT SHALL MANUFACTURER BE LIABLE FOR SPECIAL OR CONSEQUENTIAL DAMAGES ARISING UNDER THIS AGREEMENT EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU SHALL NOT ENTER ANY CLAIM AGAINST MANUFACTURER FOR LOST DATA, RERUN TIMES, INACCURATE OUTPUTS, WORK DELAYS OR LOST PROFITS RESULTING FROM THE TEST OR EVALUATION OF THE PRODUCTS. THE DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY STATED IN THIS AGREEMENT SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT.

7. Term. The Agreement begins on the date you download and/or install the Products and terminates at the earlier of the end of the USAGE PERIOD or upon receipt of notice of termination and removal of the Products as required under section 4 of this Agreement.

8. Government Users. The Products are "commercial items" as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of "commercial computer software" and commercial computer software documentation" as those terms are used in the 48 C.F.R. 12.212 (Sept. 1995). Use, duplication and disclosure of the Products by the U.S. Government is subject to restrictions set forth in this Agreement.

9.Export Controls. The Products covered by this Agreement is subject to U.S. export controls and may not be exported to certain countries or to certain denied parties of the United States (as defined by the then-current regulations of the U.S. Office of Export Administration and other U.S. Government laws and regulations) unless an appropriate export license is obtained from the U.S. Department of Commerce.

10. Invalidity. If any provision of this Agreement is held invalid, the other provisions shall not be affected.

11. General Provisions. English shall be the controlling language of this Agreement. No modification, amendment or waiver of any of the provisions of this Agreement shall be effective unless made in writing specifically referring to this Agreement and duly signed by an authorized employee of MANUFACTURER and you. This Agreement constitutes the entire Agreement between MANUFACTURER and you with respect to the subject matter of this Agreement. This Agreement shall be governed and interpreted by the laws of the State of Texas (USA) exclusive of its choice of law provisions. You and MANUFACTURER expressly agree that the venue for resolution of disputes between us, if any, arising out of this Agreement or its performance will be in Texas (USA). This Agreement expressly excludes the "United Nations Convention on Contracts for the International Sale of Goods." IF YOU HAVE ANY QUESTIONS ABOUT THIS AGREEMENT DO NOT INSTALL AND UTILIZE THE SOFTWARE. YOU MAY EMAIL US AT sales@chalkmountain.net