Software License Agreement

1. Definitions. "Software" shall mean First Voice Downloadable installed software and online training software program or any software program marketed by Think Safe, Inc. or under the name "FIRST VOICE" including downloadable installed software and online training or including any updates, upgrades, modifications and corrections thereto provided by Think Safe. The specific Software modules licensed under this Agreement shall cover DOWNLOADABLE INSTALLED SOFTWARE AND ONLINE accessible web-based software use of First Voice training courses. "Documentation" means any user manuals, operation guides and training aids used in connection with Software. "Designated Location" shall mean the particular geographical location where the Software is approved for downloadable installed software and onlineweb-based access, as set up by Think Safe Program Setup Administrators. "Product" means the Software and Documentation.

2. Ownership. The Product is Think Safe's exclusive property and constitutes its valuable trade secret. Ownership of all copies of the Product is retained by Think Safe. Licensee may not disclose or make available to others the Product or any portion thereof. Think Safe shall own the entire right, title and interest in and to all corrections, modifications, enhancements, programs, information and work product conceived, created or developed, alone or with Licensee or others, through the use, in whole or in part, of any Product or any Information, including all proprietary rights therein and based thereon. Licensee acknowledges that all Products, and changes, improvements or updates to the Products by Think Safe are: (i) subject to the conditions of this Agreement; and (ii) only licensed for use by Permitted Users at the Designated Location(s). Licensee agrees to abide by those conditions. Except and to the extent expressly provided herein, Think Safe does not grant to Licensee any right or license, express or implied, in or to the Product.

3. Term; Termination. The term of this Agreement shall commence on the date of purchase and shall continue until terminated in accordance with this Agreement. Think Safe may terminate this Agreement without further obligation or liability to Licensee if: (i) Licensee fails to timely pay any amounts due under this Agreement ; (ii) Licensee commits any material breach of this Agreement. Licensee may terminate this Agreement if Think Safe commits any material breach of this Agreement and fails to remedy such breach within sixty (60) days of notice from Licensee. Upon termination of this Agreement: (i) the License shall automatically terminate with no further action or notice on the part of Think Safe; (b) all amounts owed to Think Safe will be immediately due and payable; and (c) Think Safe will cease performance of all obligations herein without liability to Licensee. Sections 2 and 6-14 will survive termination or expiration of this Agreement. Licensee shall, immediately upon termination of this Agreement and at Licensee's sole cost and expense, cease using Product.

4. Fees. Licensee shall pay an upfront license fee and/or the user fee set forth in quotation documents (collectively the "License Fee"). License Fees must be paid in advance unless credit approval is obtained in advance from Think Safe. Licensee will pay or reimburse Think Safe for any local or state sales tax, use or property taxes assessed in connection with this Agreement or the License.

5. Grant of License. Think Safe hereby grants to Licensee, pursuant and subject to the terms of this Agreement, a nonexclusive, nontransferable right and license, during the term of this Agreement, to access Think Safe's First Voice installable download of First Voice Training or web-based First Voice Training software solution and permitted Users will use the Products for internal business purposes at the Designated Locations (the "License").

6. Restrictions on Use.

  6.1 Licensee shall not: (i) permit any Product or Information to be used by any other person or entity, other than the employees of Licensee or approved organizations of the licensee; (ii) use of any Products for third-party training, commercial time-sharing, rental or service bureau use; (iii) use any Product or Information to create any computer software program, product, document or other information similar to any Product; (iv) reverse engineer, disassemble or decompile, or otherwise attempt to derive the source code or object code for, any Product; (v) copy, manufacture, adopt, create derivative works of, translate, localized, port or otherwise modify any Product or Information; (vi) encumber, pledge or permit any lien upon any Product or Information; (vii) license or permit any person or entity acting by, through or under Licensee to engage in any of the foregoing.

  6.2 Licensee hereby acknowledges and agrees that the use of and access to the Products shall be limited to the number of Permitted Users and Organizations agreed to by both parties. "Permitted Users" shall mean any employee of Licensee located at the Designated Location that requires access to the Products in order to perform such employee's duties to Licensee.

7. Limitation of Liability.

  Think Safe warrants that: (i) use of the unmodified Products will not violate the intellectual property rights of any third party; and the supported platform /operating system/database will, under normal use, be free of defects in materials and workmanship. Think Safe does not warrant any permitted User data entry accuracy or perform any quality control over data input by permitted Users. Think Safe does not warrant that the Software will meet Licensee's requirements or that the Software will operate in combinations with other software or non-supported platforms / operating systems /databases. Think Safe does not represent that use of the Products will be uninterrupted or error-free. Any third party software provided hereunder is "AS IS". Think Safe provides no support or warranty services of third party software. Think Safe may from time to time, discontinue Products or versions and stop supporting Products or versions after discontinuance.

  THE EXPRESS WARRANTIES IN THIS SECTION 7 ARE EXCLUSIVE OF ANY OTHER WARRANTIES. THINK SAFE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. THINK SAFE WILL NOT BE LIABLE TO LICENSEE FOR ANY LOSS OF DATA OR SOFTWARE RESULTING FROM OR RELATING TO USE OF ANY PRODUCT. IN NO EVENT WILL THINK SAFE BE LIABLE TO LICENSEE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFITS ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY PRODUCT, OR THE USE OF ANY PRODUCT, EVEN IF THINK SAFE HAS BEEN ADVISED OF THE POSSIBILITY OR KNEW OF OR SHOULD HAVE KNOWN THEROF. THINK SAFE'S TOTAL LIABILITY TO LICENSEE HEREUNDER, IN ANY WAY, WILL IN NO EVENT EXCEED THE TOTAL AMOUNT PAID TO THINK SAFE HEREUNDER IN THE IMMEDIATELY PRECEDING TWELVE (12) MONTHS. The warranties in this Section 7 will not apply to any defects or problems caused in whole or in part by (i) defects in any equipment, (ii) failure of any portion of equipment to function in accordance with manufacturer's specifications, (iii) modifications or enhancements made to the Software by anyone other than Think Safe, (iv) any software, hardware, firmware, peripheral or communication devices used with the Software not provided by or approved of in writing by Think Safe, (v) failure of Licensee or any third party to follow Think Safe's most current instructions for proper use of the Product, (vi) negligence of Licensee or any third party, or (vii) failure to install and use the updates, modifications and corrections provided by Think Safe.

8. Confidentiality. A party receiving Information (defined below) of the other will not disclose such Information other than to persons in its organization who have a need to know and who will be required to comply with this Section 8. The party receiving Information will not use Information for a purpose inconsistent with the terms of this Agreement. "Information" means the Product, all information and intellectual property related thereto as well as information related to the business of Think Safe or Licensee. Information will not include: (i) information publicly known prior to disclosure; (ii) information coming into the lawful possession of the recipient without any confidentiality obligation; and (iii) information required to be disclosed pursuant to regulatory action or court order, provided adequate prior written notice of any request to disclose is given to the party whose information is to be disclosed. Each party will exercise at least the same degree of care to safeguard the confidentiality of the other party's Information as it does to safeguard its own proprietary confidential information, but not less than a reasonable degree of care.

9. Indemnification. Licensee assumes liability, if any, for, agrees to and does hereby indemnify, protect and hold harmless Think Safe and its agents, employees, officers, directors, parents, subsidiaries and equity holders from and against any and all liabilities, obligations, losses, damages, injuries, claims, demands, penalties, actions, costs and expenses (including reasonable attorneys' fees), of whatsoever kind and nature, arising out of any failure on the part of Licensee to perform or comply with any conditions of this Agreement.

10. Non-Assignment. Licensee may not assign or transfer all or any part of the License or this Agreement without prior written consent of Think Safe.

11. Jurisdiction. This Agreement will be governed by the laws of the State of Iowa. All parties agree that any action arising hereunder will be brought exclusively in Linn County, Iowa.

12. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original.

13. Third Party Beneficiaries. None of the provisions of this Agreement is intended by the parties, nor shall they be deemed, to confer any benefit on any person not a party to this Agreement.

14. Entire Agreement; Modification. This Agreement, and any other schedules, constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede and cancel all prior agreements between the parties, written oral or implied with respect to the subject matter hereof. This Agreement may not be modified or amended except in writing signed by the parties.