TBRAC-2022 End User License Agreement This copy of TBRAC-2022 (“the Software Product”) and accompanying documentation is licensed and not sold. This Software Product is protected by copyright laws and treaties, as well as laws and treaties related to other forms of intellectual property. CDE Software or its subsidiaries, affiliates and suppliers (collectively “CDE Software”) own intellectual property rights in the Software Product. The Licensee’s(“you” or “your”) license to download, use, copy or change the Software Product is subject to these rights and to all the terms and conditions of this End User License Agreement (“Agreement”). Acceptance YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY SELECTING THE “ACCEPT” OPTION AND DOWNLOADING THE SOFTWARE PRODUCT OR BY INSTALLING, USING, OR COPYING THE SOFTWARE PRODUCT. YOU MUST AGREE TO ALL THE TERMS OF THIS AGREEMENT BEFORE INSTALLING THE SOFTWARE PRODUCT. IF YOU DO NOT AGREE TO ALL THE TERMS OF THIS AGREEMENT, YOU MUST NOT INSTALL, USE OR COPY THE SOFTWARE PRODUCT. License Grant This agreement entitles you to install and use one copy of the Software Product. In addition, you may make one archival copy of the Software Product. The archival copy must be on a storage medium other than a hard drive and may only be used for the reinstallation of the Software Product. This agreement does not permit the installation or use of multiple copies of the Software Product, or the installation of the Software Product on more than one computer at any given time, on a system that allows shared used of application, on a multi-user network, or on any configuration or system of computers that allows multiple users. Multiple copy use or installation is only allowed if you obtain an appropriate number of unique license serial numbers for each user. Restrictions on Transfer Without first obtaining the express written consent of CDE Software, you may not assign your rights and obligations under this Agreement, or redistribute, encumber, sell, rent, lease, sublicense or otherwise transfer your rights to the Software Product. When approved, the transfer of license requires that the both the original and new party agree to this License Agreement and that CDE Software is notified of both parties information, including name, address, phone number, customer number and program serial number as well as the transferee’s name, address and phone number. A license transfer fee may apply and there may be restrictions on license transfers, including, but not limited to license transfers of Automatic Scoring editions of the Software Product. Restrictions on Use You may not use, copy or install the Software Product on any system with more than one computer, or permit the use, copying, or installation of the Software Product by more than one user or on more than one computer. If you hold multiple, validly licensed copies, you may not use, copy, or install the Software Product on any system with more than the number of computers permitted by license, or permit the use, copying, or installation by more users, or on more computers than the number permitted by license. You may not decompile, “reverse-engineer”, disassemble, or otherwise attempt to derive the source code for the Software product. You may not decompile, “reverse-engineer”, disassemble, or otherwise attempt to derive the data format or specification of the data files generated by the software, nor will create or use third party tools to access, manipulate or generate data files without express written permission of CDE Software. Automatic Scoring Import and Export specifications and formats are copyrighted and owned by CDE Software and you may not decompile, “reverse-engineer”, disassemble, or otherwise attempt to derive the Automatic Scoring Import and Export data format or specification of the data files generated by the software, nor will create or use third party tools to access, manipulate or generate data files without express written permission of CDE Software. Restrictions on Alteration You may not modify the Software Product or create any derivative work of the Software Product or its accompanying documentation. Derivative works include but are not limited to translations. You may not alter any files or libraries in any portion of the Software Product. Restrictions on Copying You may not copy any part of the Software Product except to the extent that licensed use inherently demands the creation of a temporary copy stored in computer memory and not permanently affixed on storage medium. You may make one archival copy which must be stored on a medium of than a computer hard drive. Updates and Upgrades An “Update” means any modification, addition, enhancement, revision, bug fix or other change to the then-current version of the Software Product. An “Upgrade” means a new major version of the Software issued by CDE Software from time to time in its sole discretion, typically once every calendar year. Each Update to the current version of the Software Product will be distributed free of charge to you as long as your license is effective; you may be notified that the Update is available through an in-program notification, via the e-mail address you provided upon registration of the Software Product, or through our website. CDE Software may provide Updates to each version of the Software Product for a period of twelve (12) calendar months after the initial release date. Upgrades will be offered for a separate fee. Any notifications of availability of Upgrades will be provided through our website, in-program notices, or by e-mail to users of the Software Product, and shall be subject to other terms and conditions as may be determined by CDE Software in its sole discretion. Nothing in this Agreement imposes upon CDE Software any express or implied obligation to announce or make available any Updates or Upgrades, and this Agreement does not give you any rights in or to any of the foregoing. Privacy When installing or updating the Software Product, information pertaining to the installation may be transmitted or logged to provide license validation and appropriate software updates provided. Information may include, but not limited to Software Product installation information, Software Product version, Software Product license registration information and a unique machine identifier that identifies a computer the Software Product has been installed. When requesting technical support, information pertaining to the Software Product, computer hardware and Software Product configurations may be transmitted or logged in order for CDE Software to provide troubleshooting and technical support purposes. When requesting Remote Support from a CDE Software Technician, a technician will have access to the licensee's computer for purposes of troubleshooting or technical support. Remote Technical Support is a feature that is initiated first by the client. Information pertaining to the Software Product installation and computer hardware and Software Product software configurations may be transmitted or logged to CDE Software for troubleshooting and technical support purposes. Disclaimer of Warranties and Limitation of Liability UNLESS OTHERWISE EXPLICITY AGREED TO IN WRITING BY CDE SOFTWARE, CDE SOFTWARE MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, IN FACT OR IN LAW, INCLUDING, BUT NOT LIMITIED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITMENT FOR A PARTICULAR PUPOSE OTHER THAN AS SET FORTH IN THIS AGREEMENT OR IN THE LIMITED WARRANT DOCUMENTS PROVIDED WITH THE SOFTWARE PRODUCT. CDE SOFTWARE MAKES NO WARRANTY THAT THE SOFTWARE PRODUCT WILL MEET YOUR REQUIREMENTS OR OPERATE UNDER YOUR SPECIFIC CONDITIONS OF USE. CDE SOFTWARE MAKES NO WARRANTY THAT OPERATION OF THE SOFTWARE PRODUCT WILL BE SECURE, ERROR FREE OR FREE FROM INTERRUPTION. CDE SOFTWARE MAKES NO WARRANTY OR GUARANTEE THAT THE SOFTWARE PRODUCT WILL BE COMPATIBLE WITH THE OPERATING SYSTEM OR REMAIN COMPATIBLE. THE SOFTWARE PRODUCT MAY NOT BE COMPATIBLE WITH ALL OPERATING SYSTEMS OR HARDWARE AND THE COMPATIBLE SYSTEMS MAY CHANGE FROM TIME TO TIME WITHOUT NOTICE. THE PRODUCT FEATURES FOR THE SOFTWARE PRODUCT MAY CHANGE FROM TIME TO TIME WITHOUT NOTICE AND MAY BE LIMITED IN FEATURE OR FUNCTIONALITY PERIOD. YOU MUST DETERMINE WHETHER THE SOFTWARE PRODUCT SUFFICIENTLY MEETS YOUR REQUIREMENTS FOR SECURITY AND UNINTERRUPTABILITY. YOU BEAR SOLE RESPONSIBILITY AND ALL LIABILITY FOR ANY LOSS INCURRED DUE TO THE FAILURE OF THE SOFTWARE PRODUCT TO MEET YOUR REQUIREMENTS. CDE SOFTWARE WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABILE FOR THE LOSS OF DATA ON ANY COMPUTER OR INFORMATION STORAGE DEVICE. UNDER NO CIRCUMSTANCES SHALL CDE SOFTWARE, ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY OTHER PARTY FOR INSTIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING LOST REVENUES OR PROFITS OR LOSS OF BUSINESS) RESULTING FROM THIS AGREEMENT, OR FROM THE FURNISHING, PERMORMANCE, INSTALLATION, OR USE OF THE SOFTWARE PRODUCT, WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, OR THE NEGLIGENCE OF CDE SOFTWARE OR ANY OTHER PARTY, EVEN IF CDE SOFTWARE IS ADVICED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT THE APPLICABLE JURISDICTION LIMITS CDE SOFTWARE’s ABILITY TO DISCLAIM ANY IMPLIED WARRANTIES, THIS DISCLAIMER SHALL BE EFFECTIVE TO THE MAXIMUM EXTENT PERMITTED. Limitation of Remedies and Damages Your remedy for a breach of the Agreement or of any warranty included in the Agreement is a correction or replacement of the Software Product. Selection of whether to correct or replace shall be solely at the discretion of CDE Software. CDE Software reserves the right to substitute a functional equivalent copy of the Software Product as a replacement. Any claim must be made within the application warranty period, which is one year from the initial general release date of the Software Product. All warranties cover only defects arising under normal use and does not include malfunctions or failure resulting from misuse, abuse, neglect, alteration, problems with electrical power, acts of nature, improper installation, use beyond as Software Product was intended or damage determined by CDE Software to have been cause by you. All limited warranties on the Software Product are granted only to you and are non-transferable. You agree to indemnify and hold CDE Software harmless from all claims, judgements, liabilities, expenses or costs arising from your breach of this Agreement and/or acts or omissions. CDE Software may periodically make minor revisions and improvements to the program in the form of patches or updates available. While CDE Software encourages the updating of its products to the most recent release, updates or patches are provided "as-is". CDE SOFTWARE’S LIABILITY TO YOU (IF ANY) FOR ACTUAL DIRECT DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED TO, AND IN NO EVENT SHALL EXCEED, THE AMOUNT ORIGINALLY PAID TO LICENSOR FOR THE LICENSE. Governing Law, Jurisdiction and Costs This Agreement is governed by the laws of Washington, without regard to Washington’s conflict or choice of law provisions. Any notices or other communications to be sent to Licensor must be mailed via certified mail, postage prepaid, to the following address: CDE Software 14220 Interurban Ave S STE 140 Seattle, WA 98168 Severability If any provision of this Agreement shall be held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. To the extent any express or implied restrictions are not permitted by applicable laws, these express or implied restrictions shall remain in force and effect to the maximum extent permitted by such applicable laws. Without prejudice to any other rights, this Agreement will terminate automatically without notice to you if you breach or fail to comply with any of the limitations or other requirements described herein, including without limitation, the payment of any applicable license fees for the Software Product. You agree that in any such case CDE Software may, in addition to any other remedies it may have at law or in equity, remotely disable the Software.