OL_MONITOR END-USER LICENSE AGREEMENT

IMPORTANT-READ CAREFULLY: This OL_MONITOR End-User License Agreement ("EULA") is entered into as of the first day of installation of the software ("Effective Date") and is a legal agreement between ("you" or "your" or "us" or "our") and SynapSonic Software, Inc., a Texas corporation ("OL_MONITOR"). By installing, copying, or otherwise using the "SOFTWARE", you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, do not install or use the SOFTWARE. 

1.	The SOFTWARE is licensed, not sold.

2.	GRANT OF LICENSE.

a.	Registered Copy.  After you have purchased the license for SOFTWARE, and have received the file enabling the registered copy, OL_MONITOR hereby grants you a nonexclusive, transferrable (subject to the limitations herein), perpetual license to use the SOFTWARE, and you are licensed to copy the SOFTWARE only into the memory of the number of computers corresponding to the number of licenses purchased.  Under no other circumstances may the SOFTWARE be operated at the same time on more than the number of computers for which you have paid a separate license fee.  You may not duplicate the SOFTWARE in whole or in part, except that you may make one copy of the SOFTWARE for backup or archival purposes.  You may terminate this license at any time by destroying the original and all copies of the SOFTWARE in whatever form.  You may permanently transfer all of your rights under this EULA provided you transfer all copies of the SOFTWARE (including copies of all prior versions if the SOFTWARE is an upgrade) and retain none, and the recipient agrees to the terms of this EULA.
i: Maintenance Fee. Customer will pay to SynapSonic Software LLC the maintenance fee set forth in the Quotation in accordance with the payment schedule set forth therein. If the Quotation does not include a payment schedule, then payment of maintenance and support fees are due annually.

b.	Evaluation Copy.  You may use the SOFTWARE without charge on an evaluation basis for thirty (30) days from the day that you install the SOFTWARE.  You must pay the license fee and register your copy to continue to use the SOFTWARE after the thirty (30) days.  If you continue to use the SOFTWARE after the thirty (30) days without paying the license fee you will be using the SOFTWARE on an unlicensed basis.

c.	Redistribution of Evaluation Copy.  If you are using SOFTWARE on an evaluation basis you may make copies of the evaluation SOFTWARE as you wish; give exact copies of the original evaluation SOFTWARE to anyone; and distribute the evaluation SOFTWARE in its unmodified form via electronic means (Internet, BBS's, Shareware distribution libraries, CD-ROMs, etc.). You may not charge any fee for the copy or use of the evaluation SOFTWARE itself, but you may charge a distribution fee that is reasonably related to any cost you incur distributing the evaluation SOFTWARE (e.g. packaging). You must not represent in any way that you are selling the SOFTWARE itself. Your distribution of the evaluation SOFTWARE will not entitle you to any compensation from OL_MONITOR.  You must distribute a copy of this EULA with any copy of the SOFTWARE and anyone to whom you distribute the SOFTWARE is subject to this EULA.

3.	RESTRICTIONS.  You may not reverse engineer, de-compile, or disassemble the SOFTWARE, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. You may not rent, lease, or lend the SOFTWARE. You may permanently transfer all of your rights under this EULA, provided the recipient agrees to the terms of this EULA.  You may not use the SOFTWARE to perform any unauthorized transfer of information (e.g. transfer of files in violation of a copyright) or for any illegal purpose.

4.	SUPPORT SERVICES. OL_MONITOR may provide you with support services related to the SOFTWARE.  Use of "Support Services" is governed by the OL_MONITOR policies and programs described in the user manual, in online documentation, and/or other OL_MONITOR-provided materials, as they may be modified from time to time. OL_MONITOR agrees that any updates, changes, or revisions to the Support Services will not materially diminish your rights or OL_MONITOR's obligations. Any supplemental SOFTWARE code provided to you as part of the Support Services shall be considered part of the SOFTWARE and subject to the terms and conditions of this EULA. With respect to technical information you provide to OL_MONITOR as part of the Support Services, OL_MONITOR may only use such information for its internal business purposes, including for product support and development, and solely for the purpose of performing its contractual obligations to you. Moreover, and except to the extent expressly authorized by this EULA, each party agrees that it shall keep confidential and shall not publish or otherwise disclose and shall not use for any purpose other than as provided for in this EULA any confidential information disclosed to it by the other party.

5.	TERMINATION. Without prejudice to any other rights, OL_MONITOR may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the SOFTWARE.

6.	COPYRIGHT. The SOFTWARE is protected by United States copyright law and international treaty provisions. You acknowledge that no title to the intellectual property in the SOFTWARE is transferred to you. You further acknowledge that title and full ownership rights to the SOFTWARE will remain the exclusive property of OL_MONITOR and you will not acquire any rights to the SOFTWARE except as expressly set forth in this license. You agree that any copies of the SOFTWARE will contain the same proprietary notices which appear on and in the SOFTWARE.

7.	EXPORT RESTRICTIONS. You agree that you will not export or re-export the SOFTWARE to any country, person, entity, or end user subject to U.S.A. export restrictions. Restricted countries currently include, but are not necessarily limited to Cuba, Iran, Iraq, Libya, North Korea, Sudan, and Syria. You warrant and represent that neither the U.S.A. Bureau of Export Administration nor any other federal agency has suspended, revoked or denied your export privileges.

8.	WARRANTIES. OL_MONITOR warrants and represents that: (i) it has and shall continue to have for the term of this EULA, the right to grant to you the license to use the SOFTWARE as set forth herein without violating the rights of any third party; and (ii) there is no actual or threatened suit by any third party based on an alleged violation of such right by OL_MONITOR. To the extent OL_MONITOR incorporates third party rights into the SOFTWARE, OL_MONITOR warrants and represents that it has obtained the rights from those third parties necessary to vest in or grant to you the various license rights necessary under this EULA. OL_MONITOR warrants and represents that the SOFTWARE as delivered to you, including any supplemental SOFTWARE code provided by OL_MONITOR as part of Support Services, will perform in accordance the documentation applicable to the SOFTWARE.  OL_MONITOR expressly disclaims any other warranties for the SOFTWARE. THE SOFTWARE AND ANY RELATED DOCUMENTATION IS PROVIDED "AS IS" WITHOUT ANY OTHER WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. 

9.	LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY OR ITS USERS OR SUPPLIERS BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES OF ANY KIND ARISING OUT OF THE DELIVERY, PERFORMANCE, OR USE OF THE SOFTWARE. IN ANY EVENT, EITHER PARTY'S LIABILITY FOR ANY CLAIM, WHETHER IN CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY WILL NOT EXCEED THE GREATER OF U.S. $1.00 OR THE LICENSE FEE PAID BY YOU ASSOCIATED WITH THIS EULA. NOTWITHSTANDING ANYTHING IN THIS SECTION TO THE CONTRARY, NO LIMITATION OF LIABILITY SHALL APPLY TO: A) INDEMNIFICATION OBLIGATIONS HEREUNDER, B) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, C) VIOLATIONS OF LAW, OR D) BREACH OF THE WARRANTIES HEREIN.

10.	COMPLIANCE WITH LAWS. OL_MONITOR and you shall each comply with all applicable Laws in its performance of its obligations under this EULA. “Laws” shall mean all applicable federal, state and local laws, ordinances, regulations and codes, including but not limited to the provisions of 42.U.S.C. 1320a-7b (the “Anti-Kickback Statute”) and 42 U.S.C. 1395nn (the “Stark Law”). The parties acknowledge their mutual intent to comply with: (a) the applicable requirements of the Discount Statutory Exception, 42 U.S.C. 1320a-7b(b)(3)(A), and the Discount Safe Harbor, 42 C.F.R. § 1001.952(h), with respect to any discounts you may receive under this EULA. The parties agree that, based upon the representations, warranties and covenants of OL_MONITOR set forth in this Section, OL_MONITOR is not a Business Associate of you as defined in the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and the corresponding regulations. OL_MONITOR represents and warrants that for its performance under this EULA, it does not require and shall not request access to, nor attempt to access, any protected health information (“PHI”) of you. If OL_MONITOR inadvertently comes in contact with PHI, OL_MONITOR will keep such information confidential and further access, use of disclose it.

11.	U.S. GOVERNMENT RESTRICTED RIGHTS. The SOFTWARE is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of The Rights in Technical Data and Computer SOFTWARE clause of DFARS 252.227-7013 or subparagraphs (c)(i) and (2) of the Commercial Computer SOFTWARE- Restricted Rights at 48 CFR 52.227-19, as applicable.

12.	MISCELLANEOUS. If you acquired the SOFTWARE in the United States, this EULA is governed by the laws of the state of Kentucky. If you acquired the SOFTWARE outside of the United States, then local laws may apply. The use of the word ‘Unlimited’ in the website, support material, email, or other documents applies to limitations on program functionality and is in no way related to the product licensing terms. The use of the word “Enterprise” in the website, support material, email, or other documents is not related to the product licensing terms. Should you have any questions concerning this EULA, or if you desire to contact OL_MONITOR for any reason, please contact OL_MONITOR by phone: 877-399-1352, or by electronic mail at: mailto:help@olmonitor.com.  This EULA does not create any employment, agency, franchise, joint venture, partnership or other similar legal relationship between OL_MONITOR and you. Neither party has the authority to bind nor act on behalf of the other party except as otherwise specifically stated herein.