END-USER LICENSE AGREEMENT FOR BRAINSTORM COURSEWARE SOFWARE Single User
License (1 users)


PLEASE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY. BY DOWNLOADING,
INSTALLING OR USING THE SOFTWARE YOU INDICATE ACCEPTANCE OF AND AGREE TO
THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE
TERMS AND CONDITIONS, DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE. THIS
AGREEMENT DOES NOT SUPERCEDE ANY OTHER WRITTEN AGREEMENT BETWEEN YOU AND
BRAINSTORM, INC.

THIS PRODUCT IS LICENSED FOR USE BY 1 INDIVIDUAL USER.  IT CANNOT BE
SOLD OR OTHERWISE DISTRIBUTED. IT IS NOT LICENSED FOR USE ON A NETWORK
OR OTHER SHARED DEVICES.  NETWORKABLE LICENSES ARE AVAILABLE.  PLEASE
CONTACT BRAINSTORM AT 1.801.229.1337 FOR MORE INFORMATION.

This agreement (the “Agreement”) is made between BrainStorm, Inc.,
(“BSI”) and the recipient party (“Licensee”). The terms and conditions
of this Agreement are intended by the parties as a final expression of
their agreement with respect to the subject matter hereof and may not be
contradicted by evidence of any prior or contemporaneous agreement
unless such agreement is signed by both parties. In the absence of such
an agreement, this Agreement shall constitute the complete and exclusive
statement of the terms and conditions and no extrinsic evidence
whatsoever may be introduced in any judicial proceeding which may
involve the Agreement. This Agreement may not be modified except by a
writing executed by both parties hereto.


SECTION 1. GENERAL PROVISIONS.

The provisions of this Section 1 shall apply to any and all Software, as
defined below.

1.1 Software. For the purpose of this Agreement, the licensed computer
software program(s) downloaded and/or installed and the supporting
documentation for such will be referred to as the “Software.”

1.2 Restrictions. BSI reserves any rights not expressly granted to
Licensee and retains title and full ownership rights under the copyright
laws of the United States or any other jurisdiction or under any
federal, state, or foreign laws. BSI is not obligated to provide and
Licensee acquires no right of any kind with respect to any source code
for the Software. Licensee agrees that it has no right whatsoever to
modify the Software or any portion thereof in any manner. Licensee shall
not, nor permit any third party to reverse engineer, decompile,
disassemble or otherwise reduce the Software to any other humanly
perceivable form, and may not modify, adapt, rent, lease, loan or create
derivative works based upon the Software or any part thereof.

1.3 Export Law Assurances. Licensee shall not export or re-export, or
allow the export or re-export of the Software or any copy, portion or
direct product of the foregoing, in violation of any export laws,
restrictions, national security controls or regulations of the United
States or other applicable foreign agency or authority.
 
1.4 Limitation of Remedies and Damages. IN NO EVENT WILL BSI, ITS
SUBSIDIARIES OR ANY OF THE LICENSORS, DIRECTORS, OFFICERS, EMPLOYEES OR
AFFILIATES OF ANY OF THE FOREGOING BE LIABLE TO LICENSEE UNDER ANY
CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE
THEORY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES
WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS
PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE
LIKE), WHETHER FORESEEABLE OR UNFORESEEABLE, OR FOR COST OF PROCUREMENT
OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES,REGARDLESS OF THE BASIS OF
THE CLAIM AND EVEN IF BSI OR A BSI REPRESENTATIVE HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGE. BSI’S CUMULATIVE LIABILITY FOR DAMAGES
FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL
BE LIMITED TO NO GREATER THAN THE AMOUNT OF MONEY PAID TO BSI FOR THE
SOFTWARE THAT CAUSED THE DAMAGES. NO ACTION MAY BE BROUGHT AGAINST BSI
LATER THAN ONE YEAR FROM THE TERMINATION OF THIS AGREEMENT.

1.5 Nondisclosure. “Confidential Information” shall be defined to
include Software, source code, object code, documentation and any
proprietary tools, proprietary knowledge or proprietary methodologies
disclosed by BSI to Licensee under or relating to this
Agreement. Licensee shall observe complete confidentiality with respect
to the Confidential Information, and shall use its best efforts and take
all reasonable steps to protect the Confidential Information from any
use, reproduction, publication, disclosure, or distribution except as
specifically authorized by this Agreement. Licensee shall promptly
notify BSI of any known unauthorized use or disclosure of the
Confidential Information and will cooperate with BSI in any litigation
brought by BSI against third parties to protect its proprietary rights.

1.6 Assignment. Licensee may not assign or transfer its rights and
obligations under this Agreement without prior written approval by BSI
and any purported assignment or transfer without BSI’s consent shall be
null and void.

1.7 Injunctive Relief. Licensee hereby expressly agrees that BSI, in
addition to any other rights or remedies which BSI may possess, shall be
entitled to injunctive and other equitable relief without having to post
bond or other security to prevent a material breach or continuing
material breach of this Agreement.

1.8 Software Supplied to the Government. The Software is a “commercial
item,” “commercial computer software” and/or “commercial computer
software documentation.” Consistent with DFAR section 227.7202 and FAR
section 12.212, any use, modification, reproduction, release,
performance, display, disclosure or distribution of the Software by the
U.S. government shall be governed solely by the terms of this Agreement
and shall be prohibited except to the extent expressly permitted herein.

1.9 Survival. Sections 1.2, 1.3, 1.4, 1.5, 1.7, 1.9, 1.10, 1.11 and 1.12
shall survive termination of this Agreement for any reason whatsoever.

1.10 Warranties. THE LIMITED WARRANTIES AS DESCRIBED IN SECTION 2.3 OF
THIS AGREEMENT ARE THE ONLY WARRANTIES PROVIDED BY BSI AND ITS
LICENSORS, WHO EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE
SOFTWARE AND ACCOMPANYING WRITTEN MATERIALS.

1.11 Term and Termination. This Agreement is effective for the term of
the license grant unless sooner terminated, either through mutual
agreement by the parties or by Licensee’s material breach of the
Agreement; provided, however, Licensee shall have ten (10) days from
written notice to cure any such breach if curable. Upon any termination
Licensee must immediately destroy the Software and all accompanying
written materials and all copies thereof (including copies stored in
computer memory) and shall so certify to BSI in writing.

1.12 General. This Agreement will be construed under the laws of the
State of Utah, except for that body of law dealing with conflicts of law
and the U.N. Convention of Contracts for the Sale of International
Goods, which shall not apply. In the event there is a dispute concerning
the subject matter of this Agreement, the proper venue shall be the
County of Utah, State of Utah, United States of America. Each party
hereby waives opposition to jurisdiction in such court. Service of
process can be done in accordance with the governing law of the
Agreement. Performance of any obligation required by a party hereunder
may be waived only by a written waiver signed by the other party, which
waiver shall be effective only with respect to the specific obligation
described therein. If any provision of this Agreement shall be held by a
court of competent jurisdiction to be contrary to law, that provision
will be enforced to the maximum extent permissible, and the remaining
provisions of this Agreement will remain in full force and effect.


SECTION 2. “FULL” LICENSE TERMS AND CONDITIONS.

The provisions of this Section 2 shall apply to Software licensed with
no time limits.

2.1 LICENSE. Subject to the terms and conditions of this Agreement and
upon Licensee’s full payment of the applicable fees, the Software shall
be licensed, not sold, to Licensee by BSI. The “License” granted
hereunder shall be perpetual, non-exclusive, and non-sublicensable, and
is defined as Licensee’s right to:

(a) For the number of copies licensed, Licensee may Use one (1) copy of
the Software. “Use” shall mean Licensee may install, use, access, run,
or otherwise interact with the Software in accordance with the
applicable documentation and the license grant specified by BSI. The
Software may not be installed, accessed, displayed, run, shared, or used
concurrently on or from different computers, including a workstation,
terminal, or other digital electronic devise.

(b) For the number of copies licensed, Licensee may make one copy (in
machine-readable form only) of each copy of the Software licensed
hereunder solely for backup or disaster recovery purposes. However,
Licensee must reproduce each such copy without modification, including
all copyright and other proprietary notices that are on the
originalcopy.

2.2 Maintenance and support. BSI shall provide the Software to you
electronically, either pre-loaded or on media in machine-readable
form. This license does not grant you any right to any enhancement or
update to the Software. Enhancements and updates, if available, may be
obtained by you at BSI's then current standard pricing, terms and
conditions. This Agreement does not grant you any rights to receive
Support from BSI with respect to the Software. Support, if available,
must be purchased separately and will be governed by a separate
agreement.

2.3 Limited Warranty. BSI warrants that it or its licensors retain(s)
all intellectual property rights in the Software and any accompanying
written materials provided by BSI, including but not limited to
copyright, and that it has the legal right to grant Licensee the License
granted under this Agreement.  BSI also warrants for a period of thirty
(30) days from the delivery date of the Software that (i) the media
provided by BSI, if any, on which the Software is recorded will be free
from material defects in materials and workmanship under normal use, and
(ii) the operation of the Software, as provided by BSI, will
substantially conform to BSI’s published documentation for the
Software. In the event Licensee notifies BSI during the warranty period
that the Software does not meet these standards, BSI shall, at its sole
option and expense, either replace the media, refund the purchase price,
or repair or replace the Software as Licensee’s sole and exclusive
remedy.
 
THIS LIMITED WARRANTY IS THE ONLY WARRANTY PROVIDED BY BSI WITH RESPECT
TO THE SOFTWARE LICENSED UNDER THIS SECTION 2, AND BSI EXPRESSLY
DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
