Software License Agreement

PLEASE READ THIS DOCUMENT CAREFULLY BEFORE USING THIS SOFTWARE! THIS SOFTWARE LICENSE AGREEMENT ("AGREEMENT") CONSTITUTES A LEGAL AGREEMENT BETWEEN YOU, THE END USER, AND MEADOWS INFORMATION SYSTEMS, LLC D/B/A MEADOWS PUBLISHING SOLUTIONS ("MEADOWS"). BY USING THIS SOFTWARE, YOU ACCEPT THE TERMS OF THIS AGREEMENT. PLEASE CLICK THE "ACCEPT" BUTTON TO INDICATE YOUR ACCEPTANCE OF THESE TERMS. PLEASE CLICK THE "DECLINE" BUTTON IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT.

1. Grant of License. End User is granted a non-exclusive, non-transferable license to use this computer program (the "Software") and accompanying written materials subject to the restrictions that are set forth in this Agreement. An End User who is licensed a Single-User Version of the Software may install and use the Software on one computer having a single operating system platform and may not permit any other users to use any copy the Software by means of any network, web site, or time-sharing, service bureau, facilities management, or other similar arrangement. An End User who is licensed a Server Version of the Software (which shall mean a version of the Software that has a serial number beginning with the letters "SRV") may install and use the Software on a distributed or multi-user computer system such as a local area network, intranet, the Internet, or multi-user accessible computer (hereinafter "Server Environment"); provided, however, that such End User is in compliance with all other terms of this Agreement and has paid all required licensing fees. Only a Server Version of the Software shall be used in a Server Environment, and a Server Version of the Software shall not differ technologically from a Single-User Version of the Software.

2. Restrictions. The only rights that are granted to an End User hereunder are those rights that are set forth above. No other rights are granted to an End User. Specifically, an End User does not receive or acquire any right, title, or interest to the Software or to any applicable patents, trademarks, copyrights, or trade secrets. An End User shall not modify, translate, copy, reproduce, reverse engineer, disassemble, decompile, or otherwise derive source code from the Software or accompanying written materials, use the Software or accompanying written materials as a basis for the preparation of other software programs or derivative works, or use the Software or accompanying written materials in a manner that infringes the intellectual property or other rights of Meadows or any other party, except as permitted hereunder or under applicable law. The Software and accompanying written materials may not be transmitted electronically over the Internet or by any other means, rented, loaned, leased, sold, or distributed without authorization under this Agreement.

3. Demonstration Copies. All Meadows demonstration software is provided for demonstration purposes only. Use of any copy of any Meadows demonstration software for any other purpose shall constitute a breach of this Agreement.

4. Copy Restrictions; Ownership of Software. The Software and accompanying written materials are copyrighted. You shall own the media on which the Software is recorded; Meadows shall retain all right, title, and ownership to all copies of the Software and all intellectual property rights therein, regardless of the form of such copy or the medium on which such copy is recorded. You may either (a) transfer the Software to a single hard disk and retain the original Software for backup purposes or (b) make one copy of the Software solely for backup or archival purposes. All other copying of the Software is prohibited.

5. Transfer Restrictions. You may not transfer this software license under any conditions. This restriction on transferability also applies to any FREE single-user version of any Meadows software products.

6. Termination. This Agreement and the license granted hereunder shall remain in effect until terminated under the terms of this Agreement or the terms of any separate agreement between Meadows and End User. This Agreement and the license granted hereunder will terminate immediately, without notice from Meadows, if you fail to comply with or otherwise breach any terms of this Agreement. Upon any termination of this Agreement, you agree to destroy or purge all copies of the Software and accompanying written materials.

7. Limited Warranty. As its only warranty under this Agreement, Meadows warrants the medium on which the Software is provided to be free from defects in materials under normal use for a period of 90 days from the date of delivery to you as evidenced by your purchase receipt. EXCEPT AS EXPRESSLY WARRANTED HEREIN, THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH YOU. MEADOWS DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL AT ALL TIMES BE UNINTERRUPTED OR ERROR FREE OR THAT ANY SOFTWARE DEFECTS WILL BE CORRECTED. THE ABOVE EXCLUSION MAY NOT APPLY TO YOU BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES. THIS WARRANTY GIVES YOU SPECIFIC, LIMITED RIGHTS. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE.

8. Limitation of Liability. The entire liability of Meadows to you and your sole remedy under this Agreement is, at the option of Meadows, either (a) return of payment as evidenced by a copy of your purchase receipt or (b) replacement of medium not meeting the Limited Warranty. NEITHER MEADOWS NOR ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AFFILIATES SHALL BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM INTERRUPTION OF BUSINESS OR LOSS OF PROFITS, REVENUES, DATA, OR USE, OR EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR YOUR INABILITY TO USE THE SOFTWARE OR ACCOMPANYING WRITTEN MATERIALS OR ANY OBLIGATION OF MEADOWS RELATING TO THIS AGREEMENT, EVEN IF MEADOWS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FORM (E.G., CONTRACT, BREACH OF WARRANTY, TORT, OR OTHERWISE) IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT AGAINST MEADOWS. THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES.

9. Governing Law. The laws of the State of Illinois shall govern this Agreement.

10. U.S. Government Restricted Rights. This section applies to all acquisitions of the Software by or for the U.S. government. By accepting delivery of the Software, the government hereby agrees that the Software qualifies as "commercial computer software" and "commercial computer software documentation" as those terms are used in the acquisition regulations DFAR Section 227.7202 and FAR section 12.212, as applicable, and that the government’s use and disclosure of the Software are controlled by the terms of this Agreement to the maximum extent possible. This Agreement supersedes any contrary terms in any statement of work, contract, or other document. If any terms of this Agreement are unacceptable to the government, Meadows may be contacted at the address set forth in this Agreement. If any terms of this Agreement violate applicable federal law or do not meet the government’s actual or minimum needs, the government agrees to return the Software unused for a full refund. Contractor/manufacturer is Meadows Information Systems, LLC, 1305 Remington Road, Suite G, Schaumburg, IL 60173.

11. Complete Agreement. Except as provided in Section 12, this Agreement constitutes the complete and entire understanding and agreement of the parties with respect to the transaction contemplated herein. The terms of this Agreement shall, to the extent that there may be any conflict, supersede any terms that are set forth in any correspondence, purchase order, or other documentation that is issued by you.

12. Inconsistent Terms. If End User has entered into or enters into a separate license agreement with Meadows that also pertains to the Software and any terms of that separate license agreement are inconsistent with the terms hereof, the terms of such separate license agreement shall control for so long as such separate license agreement is in effect.