StaffCop 2.40

License Agreement

IMPORTANT -- BY DOWNLOADING OR INSTALLING THE SOFTWARE, YOU ARE INDICATING YOUR ASSENT TO THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING TERMS, DO NOT DOWNLOAD OR INSTALL THE SOFTWARE OR DISCONTINUE USE IMMEDIATELY AND DESTROY ALL COPIES. -- PLEASE READ THE FOLLOWING TERMS CAREFULLY BEFORE PROCEEDING. THIS LICENSE AGREEMENT ("AGREEMENT") CONTAINS WARRANTY AND LIABILITY DISCLAIMERS.

License Agreement

IMPORTANT -- BY DOWNLOADING OR INSTALLING THE SOFTWARE, YOU ARE INDICATING YOUR ASSENT TO THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING TERMS, DO NOT DOWNLOAD OR INSTALL THE SOFTWARE OR DISCONTINUE USE IMMEDIATELY AND DESTROY ALL COPIES. -- PLEASE READ THE FOLLOWING TERMS CAREFULLY BEFORE PROCEEDING. THIS LICENSE AGREEMENT ("AGREEMENT") CONTAINS WARRANTY AND LIABILITY DISCLAIMERS.

1. Definition. "Software" means StaffCop and any related updates supplied by AtomPark Software JSC (owner "StaffCop Software" TM). "Company" means AtomPark Software JSC (owner "StaffCop Software" TM). "Client Device" - computers, workstations, personal digital

assistants, 'smart phones,' mobile phones, hand-held devices, or other electronic devices for which the software was designed.

2. Trial Period License. You may download and use the Software for free for thirty (30) days after installation ("Trial Period"). During the Trial Period, Company grants you a limited, non-exclusive license to copy and use the Software for evaluation purposes and only for internal use. Technical support is available to you during the Trial Period.

3. License After Trial Period. This Software is licensed, not sold. During the Trial Period, you have the option of paying a license fee in order to be able to use the Software after expiration of the Trial Period. Upon your payment of the license fee, Company provides you with a registration number (License Key) and grants you a limited, non-exclusive license to (a) use and install as many additional copies of the Software on the number of Client Devices as the volume license terms specify; and (b) make one (1) copy of the Software in machine-readable form solely for backup purposes. You must reproduce on any such copy all copyright notices and proprietary legends found on the original. You may not transfer the rights in a backup copy unless you transfer all rights in the Software. If you do not pay the license fee before the Trial Period expires, the present License will be immediately terminated and you lose any right to the Software.

4. Restrictions.

4.1. You may not provide or make available by any means the License Key to any third party. You undertake to take such steps as are necessary in order to protect the License Key against unauthorized use. You allow Company and its distributors to employ technical means in order to check the conformity of your use of the Software to the terms of this License. Should a multiple use of the License Key be detected, Company is entitled to damages for the prejudice suffered and may terminate your use of the Software without any compensation.

4.2. Except from the authorized copy for backup purposes, you may not make additional copies of the Software, nor distribute them. You may not decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form. You may not modify, adapt, translate the Software or any parts thereof, or create derivative works based on the Software. You may not sell, rent, lease, sublicense, transfer, resell for profit or otherwise distribute the Software or any part thereof. Notwithstanding the foregoing, you may in no event transfer education and not-for-resale copies of the Software.

5. Ownership and Intellectual Property Rights. This Agreement gives you limited rights to use the Software. Company retain any and all rights, title and interest in and to the Software and all copies thereof, including copyrights, patents, trade secret rights, trademarks and other intellectual property rights. All rights not specifically granted in this Agreement, including Federal and International Copyrights, are reserved by Company. The structure, organization and code of the Software are valuable trade secrets and confidential information of Company.

6. Limited Warranties.

6.1. Company warrants that it holds the proper rights allowing it to license the Software and is not currently aware of any actions which may affect its rights to do so.

6.2. THE SOFTWARE IS PROVIDED ON AN "AS IS" BASIS. EXCEPT AS PROVIDED IN SECTION 6.1, COMPANY MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITATION, YOU ASSUME SOLE RESPONSIBILITY FOR SELECTING THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS AND FOR THE INSTALLATION, USE AND RESULTS OBTAINED FROM THE SOFTWARE. COMPANY MAKES NO WARRANTY THAT THE SOFTWARE WILL BE ERROR-FREE OR FREE FROM INTERRUPTIONS OR OTHER FAILURES. IN PARTICULAR, THE SOFTWARE IS NOT DESIGNED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE. COMPANY EXPRESSLY DISCLAIMS ANY WARRANTY OF FITNESS FOR HIGH-RISK ACTIVITIES.

7. No Refund

Because the Software is provided free of charge during the Trial Period to allow potential customers to evaluate and test it before paying the license fee, Company enforces a strict no-refund policy. Please evaluate and test the Software carefully during the Trial Period. Once you pay the license fee, your payment is final and you may not be reimbursed.

8. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY OR ITS DISTRIBUTORS BE LIABLE FOR ANY DAMAGES SUFFERED BY YOU AS A RESULT OF USING THE SOFTWARE. NEITHER COMPANY NOR ITS DISTRIBUTOR WILL BE RESPONSIBLE FOR ANY LOST REVENUE, PROFIT OR DATA, OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND RELATED TO THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL COMPANY' AGGREGATE LIABILITY TO YOU EXCEED THE LICENSE FEE PAID BY YOU TO COMPANY HEREUNDER..

9. U.S. Government-Restricted Rights.

9.1. Notice to U.S. Government End Users. The Software and accompanying Documentation are deemed to be "Commercial Items," as that term is defined at 48 C.F.R. #2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," respectively, as such terms are used in 48 C.F.R. #12.212 or 48 C.F.R. #227.7202, as applicable. Consistent with 48 C.F.R. #12.212 or 48 C.F.R. ##227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights, including any use, modification, reproduction, release, performance, display or disclosure of the Software and accompanying Documentation, as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.

9.2. Export Restrictions. You acknowledge and agree that the Software may be subject to restrictions and controls imposed by the Export Administration Act and the Export Administration Regulations of the United States (the "Acts"). You agree and certify that neither the Software nor any direct product thereof is being or will be used for any purpose prohibited by the Acts. You may not Operate, download, export, or re-export the Software (a) into, or to a national or resident of, any country to which the United States has embargoed goods, or (b) to anyone on the United States Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using the Software, you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country or on any such list. You acknowledge that it is your sole responsibility to comply with any and all government export and other applicable laws and that the Company has no further responsibility for such after the initial license to you. You warrant and represent that neither the U.S. Commerce Department, Bureau of Export Administration nor any other U.S. federal agency has suspended, revoked or denied your export privileges.

10. Duration. This Agreement will terminate at the end of the Trial Period unless you purchase an ongoing license by paying the license fee. In the event that you purchase an ongoing license prior to the end of the Trial Period, this Agreement shall remain in effect until terminated by either party. You may terminate the Agreement at any time by destroying all copies of the Software. Company may terminate the Agreement upon breach of your obligations under the present Agreement.

11. General

11.1. Upgrades may be licensed to you under additional or different terms, if so specified in writing.

11.2. If any provision hereof shall be held illegal, invalid or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it legal, valid and enforceable, and the legality, validity and enforceability of all other provisions of this Agreement shall not be affected.

11.3. You may not assign this Agreement in whole or in part, without Company' prior written consent. Any attempt by you to assign this Agreement without such consent will be null and void.

11.4. This Agreement contains the entire agreement between Company and you relating to the Software and supersedes all prior agreements and understandings, whether oral or written. All questions concerning this Agreement shall be directed to: www.staffcop.com/contacts.