1. Notice

This KORVUE End-User License Agreement (the "Agreement") is a legally binding contract between you, Verasoft Group, LLC, a Michigan limited liability company ("Verasoft"). This Agreement governs your use of the KORVUE software (the "Software"). Please read this Agreement carefully. Verasoft is willing to provide you with access to the Software only on the condition that you accept all of the terms and conditions contained in this Agreement. Your use of the Software will constitute your acceptance of, and agreement to be bound by, all the terms and conditions of this Agreement. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS IN THIS AGREEMENT, IMMEDIATELY RETURN THE SOFTWARE AND ALL ASSOCIATED DOCUMENTATION AND PACKAGING, IF ANY, TO VERASOFT.

2. License and Permitted Use

Verasoft grants you a nonexclusive, nontransferable and nonassignable license to install and use one copy of the Software on one computer. The Software may not be shared or used concurrently on different computers. This Agreement does not grant you any title or right of ownership in the Software.

3. License Restrictions

Title to the Software and all associated intellectual property rights are retained by Verasoft. Through your use of the Software, you acquire no ownership interest in the Software or any component of the Software. Unless enforcement is prohibited by applicable law, you may not reproduce the Software (including any documentation for the Software), or modify, decompile, disassemble, or otherwise reverse engineer the Software, except as expressly permitted in this Agreement. No right, title or interest in or to any trademark, service mark, logo or trade name of Verasoft is granted to you under this Agreement. Verasoft is the owner of the copyright for the Software and Verasoft reserves all rights related to such ownership, including the right to duplicate and sell the Software.

4. Account Information

Through your use of the Software, you may be required or requested to supply certain information, including your name, address and e-mail address (the "User Information") and through a series of prompts or interviews, the Software will prompt you to supply certain information pertaining to your company (the "Company Information"). Your Company Information and User Information may be stored on Verasoft's or a third party's server.

5. Limited Warranty

THE LICENSED SOFTWARE IS LICENSED ON AN “AS IS” BASIS AND WITHOUT WARRANTY OF ANY KIND. VERASOFT DOES NOT MAKE ANY EXPRESS, IMPLIED OR STATUTORY WARRANTIES ARISING OUT OF OR RELATING TO THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF DESIGN, ANY IMPLIED WARRANTIES AGAINST INFRINGEMENT OF THIRD PARTY PROPERTY RIGHTS, OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A COURSE OF DEALING, TRADE USAGE OR TRADE PRACTICE. NEITHER VERASOFT NOR ANY OF ITS SUPPLIERS WARRANTS THAT ERRORS IN THE LICENSED PROGRAMS WILL BE CORRECTED. SOME STATES MAY NOT ALLOW EXCLUSIONS OR LIMITATIONS OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU AND, IN SUCH CASE, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 60 DAYS FROM THE DATE OF YOUR INITIAL LICENSE OF THE SOFTWARE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

THESE WARRANTIES GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.

6. Limitations on Liability and Damages.

IN NO EVENT SHALL VERASOFT BE LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND, RESULTING FROM ITS PERFORMANCE OR FAILURE TO PERFORM PURSUANT TO THE TERMS OF THIS AGREEMENT, OR RESULTING FROM THE FURNISHING, PERFORMANCE, OR USE OR LOSS OF ANY SOFTWARE OR OTHER MATERIALS DELIVERED TO YOU HEREUNDER, INCLUDING, WITHOUT LIMITATION, ANY DAMAGE TO CLIENT'S HARDWARE OR SOFTWARE AS A RESULT OF ERRORS IN THE SOFTWARE OR ANY INTERRUPTION OF BUSINESS, WHETHER RESULTING FROM BREACH OF CONTRACT OR BREACH OF WARRANTY, EVEN IF VERASOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CLIENT AGREES THAT NO CLAIM SHALL BE MADE AGAINST VERASOFT FOR DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF USE, PROFIT, REVENUE OR GOODWILL, WHETHER BASED IN TORT, CONTRACT, NEGLIGENCE, OR OTHERWISE, ARISING OUT OF, RESULTING FROM OR IN ANY WAY RELATING TO THE USE OF THE LICENSED SOFTWARE BY YOU, EVEN IF VERASOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND TO INDEMNIFY AND HOLD VERASOFT HARMLESS FROM ANY AND ALL LIABILITY OR EXPENSE, INCLUDING REASONABLE ATTORNEY FEES, ARISING OUT OF THIS AGREEMENT. YOU AGREE THAT THE ESSENTIAL PURPOSES OF THIS AGREEMENT CAN BE FULLFILLED EVEN EXCLUDING SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

7. Other Agreements

(A) Governing Law; Forum. This Agreement and performance hereunder shall be construed and interpreted in accordance with the internal laws, and not the law of conflicts, of the State of Michigan. Any suit involving any dispute or matter arising under this Agreement may be brought only in any Michigan State Court having jurisdiction over the subject matter of the dispute or matter. All parties hereby consent to the exercise of personal jurisdiction by any such court with respect to any such proceeding.

(B) Entire Agreement. This Agreement is the entire and exclusive agreement between the parties with respect to the subject matter hereof, and it supersedes all previous communications, representations or agreements, either oral or written, between them. No representations or statements of any kind made by any representative of Verasoft, which are not included in this Agreement, shall be binding on Verasoft.

(C) Amendments. Neither party may modify or amend this Agreement except by a writing signed by you and authorized representatives of Verasoft.

(D) Waiver. No waiver of any provision or condition herein shall be valid unless in writing and signed by you and an authorized representative of Verasoft and Verasoft's failure to insist upon or enforce strict performance of any provision of this Agreement or any right shall not be construed as a waiver of any such provision or right.

(E) Severability. If any provision of this Agreement is determined to be illegal or unenforceable, such provision shall be automatically reformed, modified or deleted so as to make the resulting agreement valid, operative and enforceable to the maximum extent permitted by law or equity while preserving, to the fullest extent possible, its original intent. The invalidity of any part of this Agreement shall not render invalid the remainder of this Agreement.

(F) Miscellaneous. This Agreement shall inure to the benefit of Verasoft, its respective affiliates, subsidiaries and successors and assigns. Any and all references in this Agreement to Verasoft shall, where the context so permits, include Verasoft parent companies, sister companies, and their respective subsidiaries, affiliates, directors, officers, employees, contractors and agents. The headings contained herein are for the convenience of the parties only and shall not be used to interpret or construe any of the terms of this Agreement.