COGNISYST ASSESSMENT AND SOFTWARE LICENSE STATEMENT AND LIMITED WARRANTY

IMPORTANT - READ CAREFULLY
This license statement and limited warranty constitutes a legal agreement ("License Agreement") between you (either as an individual or a single entity) and COGNISYST, Inc ("COGNISYST") for the software product ("Software") identified above, including any software, media, and accompanying on-line or printed documentation.

BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT.
If you are the original purchaser of the Software and you do not agree with the terms and conditions of the License Agreement, promptly return the unused Software to the place from which you obtained it for a full refund.

If you are accepting this License Agreement on behalf of a corporation, partnership or other legal entity, the use of the terms "you" and "your" in this License Agreement will refer to you as the identified individual user.

TERMS AND CONDITIONS

1. GRANT OF LICENSE.
a. Subject to the terms and conditions of this License Agreement, COGNISYST grants to you a personal, nonexclusive, nontransferable and limited license to install and use the Software for the purposes set forth herein. You may install and use a single copy of the Software on one or more computers, provided that you are the only individual using the Software. If a corporate or other organizational entity purchases this software, COGNISYST grants it the right to designate one qualified (CogniSyst-approved) individual within it’s organization ("Named User") to have the right to use the Software in the manner provided herein. The entity organization must purchase additional licenses from COGNISYST or a COGNISYST authorized reseller for use by other individuals within the organization.

b. This Software is owned by COGNISYST and is protected by copyright law, international copyright treaties, as well as other proprietary notices. Therefore, you must treat this Software like any other copyrighted material (e.g., a book) and you agree that the total number of copies of the Software used by you may not exceed the number of Licensed Copies paid for by you, except that you may either make one copy of the Software solely for backup or archival purposes or transfer the Software to a single hard disk provided you keep the original solely for backup or archival purposes.

2. LICENSE RESTRICTIONS.
a. Except as provided in this License Agreement, you receive no rights and agree not to transfer, rent, lease, lend, copy, modify, translate, port, localize, create derivative works of, market, distribute, sublicense, time-share or electronically transmit or receive the Software, media or documentation. You acknowledge that the Software in source code form and reports generated by the software remain a confidential trade secret of COGNISYST, and therefore you agree not to modify the Software or attempt to reverse engineer, decompile, or disassemble the Software or report content, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. As a confidential trade secret, you shall use your best efforts to protect the proprietary or confidential information supplied by COGNISYST in its Software (including any source code), in the same manner in which you would protect your own proprietary or confidential information, but not less than reasonable precautions to protect such proprietary or confidential information and you shall not use such proprietary or confidential trade secret for your own benefit or the benefit of any other person or entity, except as may be specifically permitted hereunder.

b. If you have purchased an upgrade version of the Software, it constitutes a single product with the COGNISYST software that you upgraded. You may only use the upgrade version of the Software together with the original only in accordance with this License Agreement.

3. REGISTRATION.
IF you did not purchase the software personally and directly from CogniSyst, Inc., you are required to register the Software with COGNISYST. You may be prompted to register the Software at the time of your first use of the Software, at which time you will be prompted to provide additional information and directed to resources explaining how information provided by you during registration may be used.

4. OWNERSHIP VERSUS LICENSE
All COGNISYST Software provided under this License Agreement, including but not limited to libraries, source code, and other files remain COGNISYST's exclusive property. COGNISYST will retain all right, title and interest in and to the libraries, source code, and other files, including the Intellectual Property contained in such property (including but not limited to, ownership of all copyrights, patents, trademarks, service marks worldwide). Regardless of any modifications that you make, you may not distribute any files (particularly COGNISYST source code and other non-compiled files) except those that COGNISYST has expressly designated as Redistributables.

Contact COGNISYST for the applicable royalties due and other licensing terms for all other uses and/or distribution of the Redistributables.

5. LIMITED WARRANTY
a. Software provided under this License Agreement, including but not limited to libraries, source code, and other files are provided "as is," without warranty of any kind except as expressly provided in this paragraph. COGNISYST warrants that, the Software, as updated and when properly used, will perform substantially in accordance with the accompanying documentation, and the Software media will be free from defects in materials and workmanship, for a period of ninety (90) days from the date of receipt. Any implied warranties on the Software are limited to ninety (90) days. Some states/jurisdictions do not allow limitations on duration of an implied warranty, so the above limitation may not apply to you.

b. COGNISYST's and its suppliers' entire liability and your exclusive remedy shall be, at COGNISYST's option, either (a) return of the price paid, or (b) repair or replacement of the Software that does not meet COGNISYST's Limited Warranty and which is returned to COGNISYST with a copy of your receipt. DO NOT RETURN ANY PRODUCT UNTIL YOU HAVE CALLED THE COGNISYST CUSTOMER SERVICE DEPARTMENT AND OBTAINED A RETURN AUTHORIZATION NUMBER. This Limited Warranty is void if failure of the Software has resulted from accident, abuse, or misapplication. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. Outside the United States, neither these remedies nor any product support services offered by COGNISYST are available without proof of purchase from an authorized non-U.S. source.

c. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COGNISYST AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. COGNISYST DOES NOT WARRANT THAT THE COGNISYST SOFTWARE WILL BE ERROR FREE OR WILL OPERATE WITHOUT INTERRUPTION. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE COGNISYST SOFTWARE AND ACCOMPANYING WRITTEN MATERIALS REMAINS WITH YOU. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION.

7. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COGNISYST OR ITS LICENSORS OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS OR BUSINESS INTERRUPTION, GOODWILL, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) WHETHER BASED ON PRINCIPLES OF CONTRACT, TORT (INCLUDING NEGLIGENCE), DUTY, INDEMNITY, CONTRIBUTION OR OTHERWISE, ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF COGNISYST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, COGNISYST'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS LICENSE AGREEMENT SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE PRODUCT OR U.S. $25.

8. AUDIT RIGHTS
You agree to keep all usual and proper records and books of account and all usual and proper entries relating to each installation, copy and authorized user of the Software. COGNISYST may cause an audit and/or inspection to be made of your applicable records and facilities in order to verify your compliance with the terms of this License Agreement. Within thirty (30) days of notice by COGNISYST to you of any error or omission disclosed by such audit, you will make prompt adjustment and reimbursement to COGNISYST of such error or omission. Any such audit or inspection will be conducted by an audit and/or inspection team selected by COGNISYST (other than on a contingent fee basis). Any audit and/or inspection will be conducted during regular business hours at your facilities, with five (5) days written notice. You agree to provide COGNISYST's designated audit or inspection team access to the relevant records and facilities and to otherwise cooperate with such audit or inspection team. Any such audit and/or inspection will be paid for by COGNISYST, provided, however, that in the event that any such examination discloses a shortfall in payment of more than five percent (5%) for any quarter, you agree to (i) pay or reimburse COGNISYST for the reasonable expenses of the examination, as determined in good faith by the parties at the completion of the examination, and (ii) immediately remit payment to COGNISYST for the full amount of any disclosed shortfalls (in addition to the reasonable expenses for such examination).

9. TERMINATION
Your license to use the Software shall become effective on the date you agree to the terms and conditions of this License Agreement. Your license to use the Software shall terminate automatically if you fail to comply with the limitations described in this License Agreement. No notice shall be required from COGNISYST to effectuate such termination. Upon expiration or termination of this License Agreement for any reason, you shall make no further use of the Software and shall destroy all copies of the Software and all of its component parts on all systems, in all forms, in all types of media and computer memory, and whether or not modified or combined with other materials.

10. GENERAL PROVISIONS
This License Agreement is governed by the laws of the State of North Carolina, U.S.A., excluding its or any other jurisdiction's choice of law rules and excluding the United Nations Convention for Contracts for the International Sale of Goods, and you further consent to the exclusive jurisdiction by the state and federal courts sitting in Durham or Wake County in the State of North Carolina for any dispute regarding this License Agreement. This License Agreement gives you specific legal rights; you may have others which vary from state to state and from country to country. COGNISYST reserves all rights not specifically granted in this License Agreement.

This License Agreement will not be modified except by a properly executed written agreement. Any terms and conditions of any purchase order or other instrument issued by you in connection with this License Agreement which are in addition to, inconsistent with or different from the terms and conditions of this License Agreement will be of no force or effect.

If any provision of this License Agreement is found void or unenforceable, the remainder will remain valid and enforceable according to its terms. If any remedy provided is determined to have failed for its essential purpose, all limitations of liability and exclusions of damages set forth in the Limited Warranty shall remain in effect.

Failure by either party at any time to enforce any obligation by the other party, to claim a breach of any term of this License Agreement or to exercise any power agreed to hereunder will not be construed as a waiver of any right, power or obligation under this License Agreement, will not affect any subsequent breach, and will not prejudice either party as regards any subsequent action.

Except as expressly permitted hereby, you may not assign any rights or obligations under this License Agreement without the prior consent of COGNISYST.

The provisions of this License Agreement that by their nature and content are intended to survive the performance hereof shall so survive the completion and termination of this License Agreement.

IF YOU AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, please press the "I ACCEPT" button below. This will be the legal equivalent of your signature on a written contract, and equally binding. You must agree to these terms and conditions in order to download and install the Software. If you do not agree with these terms and conditions, you should press the "Do Not Agree" button below to exit this download process, as COGNISYST is unwilling to license the Software to you in such case.