CHRONOS SOFTWARE LICENSE AGREEMENT INSTALLATION NOTICE: THIS IS A CONTRACT. BEFORE YOU DOWNLOAD THE SOFTWARE OR COMPLETE THE INSTALLATION PROCESS, CAREFULLY READ THIS AGREEMENT. BY DOWNLOADING OR INSTALLING THE SOFTWARE, YOU CONSENT TO THE TERMS OF THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT WISH TO BECOME A PARTY TO THIS AGREEMENT AND BE BOUND BY ALL OF ITS TERMS AND CONDITIONS, DO NOT INSTALL OR USE THE SOFTWARE, AND IMMEDIATELY DELETE ALL OF THE SOFTWARE AND ANY APPLICABLE DOCUMENTATION. 1. DEFINITIONS 1.1 Callosum means Callosum LLC, a Texas Limited Liability Company. 1.2 Authorized User means the individual who has purchased this Software, unless it was purchased by a business, in which case Authorized User means the single employee of the business that you have chosen to be allowed to access and use the Software. 1.3 You means the individual accessing the Software, unless you are doing so in the scope of your employment, in which case "you" refers to your employer. If you are accessing this Software in the scope of your employment then you represent and warrant that you have the right to bind your employer to this Software License Agreement. 1.4 Software means the Chronos software provided with this Software License Agreement and all documentation and written materials provided with the Chronos software. 2. Proprietary Rights 2.1 License Grant. Subject to your payment of all applicable fees, Callosum hereby grants you a limited, non-exclusive license to install and use the Software as set forth in this Agreement. You may install the Software on all of your computers. However, the Software may only be used by the Authorized User, may not be used or accessed on multiple computers at one time, and may not be installed on any third party's computers. If you are a business entity then you may change the Authorized User up to four times a year by providing an email notice to sales@chronos-desk.com of the identity of the new Authorized User. Upon any such change the previous Authorized User must immediately cease accessing or using the Software. 2.2 Restrictions. You may not (i) use the Software on more than one computer at a time, or allow anyone other than the Authorized User to access or use the Software; (ii) reverse engineer, decompile, or disassemble the Software (except to the extent such foregoing restriction is expressly prohibited by applicable law); (iii) use the Software to gain access to unencrypted data in a manner that defeats the digital content protection provided in the Software; (iv) (except as expressly permitted in Section 9 below) distribute, sub-license, lease, lend, transfer or rent the Software, or otherwise provide access to the Software to any third party; or (v) modify or create derivatives of the Software. 2.3 Ownership, Reservation of Rights. All rights in the Software not expressly granted in this Agreement are reserved to Callosum. The Software, and all copies of the Software, are (a) owned by Callosum or its licensors and protected by applicable copyright laws and international treaty provisions, and (b) licensed only, and not sold or leased. 2.4 License Key. If you have purchased the Software, Callosum will provide you with a unique license key that will be required to activate the Software. You may not share the license key with any third parties, and you may not use the license key to access the Software on more than one computer concurrently. The Software may contain technology to detect and report concurrent usage of a license key on a local area network. 3. Evaluation. If you have downloaded this Software for evaluation purposes, then you may evaluate the Software for twenty days from the date you install this Software (the “Evaluation Period”). At the end of the Evaluation Period this Agreement will expire unless you purchase the Software and obtain a valid license key. During the Evaluation Period you may only use the Software for your own internal purposes of evaluating the functionality of the Software. You may not use the Software for any commercial purposes during the Evaluation Period. The Software may contain a feature that will automatically disable the Software upon the expiration of the Evaluation Period. You may not disable, destroy, or remove this feature of the Software, and any attempt to do so will be in violation of this Agreement, and will terminate your right to use the Software. 4. TERMINATION. This Agreement shall automatically terminate upon failure by you to comply with its terms. Upon termination or expiration of this Agreement, regardless of the reason, the license grants contained in this Agreement will terminate and you must immediately cease all use of the Software and immediately destroy all copies of the Software. Section 4 and Sections 7 - 12 shall survive any expiration or termination of this Agreement. You acknowledge that upon termination of this Agreement Callosum may take actions so that the Software no longer operates. 5. Upgrades and Support. Callosum is under no obligation to provide software support or to provide updates or upgrades for bug fixes, errors, or enhanced functionality. To the extent upgrades are provided, they may be provided at no charge or for a fee. Upon upgrading to a new version of the Software, you must delete the previous version of the Software from your Computers. If you are provided with a new license key for the upgraded version of the Software then you must destroy the license key you used for the previous version of the Software. Any updates or upgrades provided by Callosum are also subject to the terms of this Agreement, and the term “Software” shall include any such updates or upgrades. Callosum reserves the right at any time to cease supporting the Software and to alter prices, features, specifications, capabilities, functions, release dates, general availability or other characteristics of the Software. 6. Upgrades for Beta Customers. If you have purchased the Beta version of the Software, then you acknowledge and agree that Callosum has no obligation to release an updated version of the Software. However, if Callosum does release a 1.0 version of the Software (the “1.0 Software”), then Callosum will provide you with such updated version of the Software at no charge. If the Software is released under varying license schemes (such as personal, commercial, academic, etc.) then the license terms that will apply to your copy of the 1.0 Software will be the most liberal of those varying licensing schemes. If there are various releases of the 1.0 Software with varying levels of functionality, then Callosum will choose which level of functionality will be provided to you. In any event, the upgraded 1.0 Software will have at least the functionality of the Beta version of the Software. To obtain an updated version of the Software pursuant to this Section 6 you must request the updated Software through www.chronos-desk.com within ninety days of the commercial release of the 1.0 Software. If you do not request the 1.0 Software within the ninety days then you waive the right to receive the 1.0 Software at no charge. 7. DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITIES 7.1 DISCLAIMER OF WARRANTIES. THE SOFTWARE AND ANY SUPPORT SERVICES ARE PROVIDED “AS-IS, AND WITH ALL FAULTS.” CALLOSUM DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, OR IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. 7.2 Limitation of Liability. YOU CAN ONLY RECOVER FROM CALLOSUM AND ITS SUPPLIERS DIRECT DAMAGES UP TO THE AMOUNT YOU PAID FOR THE SOFTWARE. YOU CANNOT RECOVER ANY OTHER DAMAGES, INCLUDING CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES, EVEN IF CALLOSUM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY APPLIES REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE. IN NO EVENT WILL CALLOSUM'S LIABILITY TO YOU FOR ANY CLAIM OR ACTION EXCEED THE PURCHASE PRICE OF THE SOFTWARE. THE FOREGOING LIMITATION OF LIABILITY IS COMPLETE AND EXCLUSIVE AND REFLECTS AN ALLOCATION OF RISK BETWEEN YOU AND CALLOSUM. YOU ACKNOWLEDGE THAT THE APPLICABLE FEES AND PRICES REFLECT THIS ALLOCATION OF RISK. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY. 8. Third-Party Software. The Software contains, or is provided with, third-party software that is licensed to you pursuant to separate third-party license agreements provided with the Software, and not licensed pursuant to this Agreement. You must comply with all additional restrictions set forth in the third-party license agreement. CALLOSUM SHALL HAVE NO LIABILITY WHATSOEVER FOR THE THIRD-PARTY SOFTWARE, AND THE DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY SET FORTH ABOVE APPLY TO SUCH THIRD-PARTY SOFTWARE. 9. Transfer. You may transfer the Software to a third party provided that (i) you notify Callosum by email (at sales@chronos-desk.com) of the transfer (including the name and location of such third party), (ii) the third party accepts the terms and conditions of this Agreement, and (iii) after the transfer, you do not retain any copies of the Software (including any upgrades that you may have received). Callosum may, in its discretion, charge you a fee for the transfer of the Software. Either party may assign this Agreement in the case of a merger, sale of the party, or sale of all or substantially all of the party's assets. Except as set forth above, you may not assign this Agreement without Callosum's written consent. This Agreement will be binding upon and will inure to the benefit of the party's permitted successors and assigns. 10. EXPORT. The Software is subject to control under the U.S. Export Administration Regulations and other applicable U.S. and EU export control laws and regulations. You agree not to export, re-export or transfer the Code via any means to any prohibited destination, entity or individual without the required export license(s) or authorization(s) from the U.S. Government or the competent European government. 11. U.S. GOVERNMENT RIGHTS. The Software is a "commercial item" developed exclusively at private expense, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are defined or used in the applicable U.S. acquisition regulations. If you are an agency, department, or other entity of the United States Government, the Software is licensed hereunder (i) only as a commercial item and (ii) with only those rights as are granted to all other licensees pursuant to the terms and conditions of this Agreement. You agree not to use, duplicate, or disclose the Software in any way not expressly permitted by this Agreement. Nothing in this Agreement requires Callosum to produce or furnish technical data for or to you. 12. GENERAL. 12.1 Waiver and Severability. A waiver by Callosum of any breach of any provision hereof shall not be construed to be a waiver of any succeeding breach of that provision or of any breach of any other provision. If any part, term, or provision of this Agreement is held illegal, unenforceable, or in conflict with any applicable and enforceable law, the validity of the remaining portions or provisions of this Agreement shall not be affected, and the remaining provisions shall be interpreted so as best to reasonably affect the intent of the parties. 12.2. Amendment and Notice. No modification of this Agreement shall be effective unless set forth in writing signed by a duly authorized representative of Callosum. A waiver by Callosum of any breach of any provision hereof shall not be construed to be a waiver of any succeeding breach of that provision or of any breach of any other provision. Except for the notices required by Section 2.2 and Article 9 (which must be sent by email to sales@chronos-desk.com), all notices required or permitted to be sent to Callosum pursuant to this Agreement shall be sent to Callosum, LLC.; 815-A Brazos Street #589; Austin, Texas 78701. 12.3 Applicable Law, Exclusive Venue, and Entire Agreement. This Agreement will be governed by the laws of the State of Texas, U.S.A., without regard to conflicts of law provisions, and excluding any provisions of the United Nations Convention on the International Sale of Goods. The exclusive venue for all actions under this Agreement shall be in the courts located in Travis County, Texas, U.S.A. and the parties agree to submit to the jurisdiction of such courts. This Agreement constitutes the entire agreement between the parties regarding the subject matter stated herein, and supersedes all previous communications, representations, understandings, and agreements, either oral or written. Purchase orders, other ordering documents, and handwritten or typewritten text that purports to modify or supplement the printed text of this Agreement shall have no effect unless they are signed by both parties.