SOFTWARE LICENSE AGREEMENT

END-USER LICENSE AGREEMENT FOR ADKAD TECHNOLOGIES INC SOFTWARE -- GROUNDSKEEPER PRO, GROUNDSKEEPER LITE & BLIZZARD BUSTER

NOTICE

Please read this License Agreement carefully. This Agreement between Adkad Technologies Inc, a New York corporation with its principal office at 565 Herrick Road, Delanson, New York 12053 and the PURCHASER of the Software License (also described as the “Individual”, “Purchaser”, or “Registered User”) grants the purchaser a non-exclusive, non-transferable license to use the software and accompanying documentation (the "Software") and contains warranty and liability disclaimers. This software product is licensed not sold.

NOTICE TO USER:  BY ENTERING THE REGISTRATION NUMBER TO UNLOCK THIS PRODUCT, YOU AGREE THAT YOU ARE THE PURCHASER OF THIS PRODUCT AND THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU.  IF YOU DO NOT AGREE, DO NOT USE THIS SOFTWARE.  If you acquired the software without an opportunity to review this license and you do not accept this agreement, you may obtain a refund of the amount you originally paid if you:  (A) do not use the software and (B) return it, with proof of purchase, to Adkad Technologies Inc within 20 days of the purchase date.

IF YOU DID NOT PURCHASE AND OBTAIN THE SOFTWARE'S REGISTRATION NUMBER THROUGH ADKAD TECHNOLOGIES INC YOU MAY BE OPERATING AN ILLEGAL COPY OF THE SOFTWARE.   If you are unsure whether your copy is a legal copy or not, you may call Adkad Technologies at 518-875-6342 to inquire.

LICENSE DEFINITIONS

The Software is defined as the code, dynamic link libraries, license registration numbers, tutorials, documentation and other materials constituting and pertaining to all Adkad Technologies Inc products, including the Software and all updates and upgrades thereto.

LICENSE

THIS AGREEMENT ALLOWS THE PURCHASER TO:

·      Install and use the Software on multiple computers or a network, as long as the “Company Address” and “Primary Business Phone Number” entered into the “Company Maintenance” screen of all the Software installations matches that of the Registered User of the Software.

·      Copy the Software solely for backup or archival purposes.

RESTRICTIONS:

·      You may not modify, translate, reverse engineer, decompile, or disassemble the Software, or otherwise reduce the Software to a human-readable form.

·      You may not sell, license, rent, transfer, sublicense or grant any rights in the Software in any form to any person without the prior written consent of Adkad Technologies Inc.

·      All rights to the Software are for the Individual or Purchaser of the software, this person may also be called the Registered User or Licensee.  In the case of a partnership or corporation split or dissolution, the Software License remains with the Individual determined to be the Registered User of the software and no other individual associated with the partnership or corporation.   The Software License is limited to a single Registered User only.  Exceptions include when the Registered User has multiple divisions or companies operating under different addresses and/or phone numbers.  In this case, separate licenses must be purchased for each division or business.

·      The Software cannot be sold as a business asset to a new business owner, partner or business associate.  The Software is not transferable to a new business owner, partner or associate.

OWNERSHIP

Adkad Technologies, Inc. retains the copyright, title, and ownership of the the Software and the written materials regardless of the form or media in or on which the original and other copies may exist.  Adkad Technologies, Inc. retains all intellectual property rights, including and without limitation, trade secret, patent, trademark, algorithms and copyright, in the Software.  Your license confers no title or ownership in the software and is not a sale of any rights in the software.  You have a license to use the software as long as this License Agreement remains in full force and effect.  Any other use of the Software by any other person, business or corporation or any other entity is strictly forbidden and is a breach of this License Agreement.

The Software's Registered User is the purchaser of the Software, or the individual deemed as the registered owner as indicated from our records of purchase.   In a license ownership dispute, Adkad Technologies reserves the right to require documents as proof of the Registered User's address and phone number.  These documents will aid in determining if the individual in question is the rightful owner of the Software. An administrative fee shall be levied upon the Licensed Individual requiring a new or replacement Registration Number due to loss or changes made to the Individuals Company profile.

DISCLAIMER OF WARRANTIES

The Software is provided to you on an "AS IS" BASIS WITHOUT ANY WARRANTY OF ANY KIND EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  Adkad Technologies does not warrant that the functions contained in the Software will meet your requirements or that the operation of the Software will be uninterrupted or error-free. No distributor, dealer or any other entity or person is authorized to expand or alter either this disclaimer of warranty or this Agreement. Any such representations will not bind Adkad Technologies. You assume the entire risk as it applies to the quality and performance of the Software. Should the Software prove defective, you (and not Adkad Technologies) assume the entire cost of all necessary servicing, repair, or correction.   Adkad Technologies warrants that the Software contains no computer viruses, or unwanted shareware, spyware or freeware programs.

SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.

LIMITATION OF REMEDIES

IN NO EVENT WILL ADKAD TECHNOLOGIES OR ITS REPRESENTATIVES BE LIABLE FOR LOSS OF DATA, LOST PROFITS, COST OF COVER, OR OTHER SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR INDIRECT DAMAGES OR LOSSES ARISING FROM THE USE OF THE SOFTWARE, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY. THIS LIMITATION SHALL APPLY EVEN IF ADKAD TECHNOLOGIES OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. The limitation of warranty and limited liability set forth above are fundamental elements of the basis of the bargain between Adkad Technologies and you. You agree that Adkad Technologies would not be able to provide the Software on an economic basis without such limitations.

SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

NO OBLIGATION TO UPDATE CHANGE IN TERMS

The licensed materials and the information included therein are subject to change without notice.  Adkad Technologies disclaims any responsibility or obligation to update you with regard to any such change.

GENERAL

This Agreement is governed by the laws of the state of New York, including its Uniform Commercial Code (except that federal law governs copyrights and trademark(s)). You hereby consent to the exclusive jurisdiction and venue of the courts in Schenectady County, New York, U.S.A. in any and all disputes arising out of or relating to this Agreement or your use of the Software. This Agreement is the entire agreement between Adkad Technologies and you and supersedes any other communications or advertising with respect to the Software. If any provision of this Agreement is deemed invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect.

All questions concerning this Agreement should be directed to Adkad Technologies Inc, at 565 Herrick Road, Delanson, New York 12053.