SMART CONSTRUCTION SOFTWARE, LLC, an Oregon limited liability company ("SCS"), licenses the accompanying software to you (referred to herein as "you" or the "end user") upon the condition that you accept all of the terms contained within this Agreement relevant to the software. Please read the terms carefully before continuing the installation, as clicking the "I Accept" button will indicate your assent to them. If you do not agree to these terms, please click the "Cancel" button to exit the installation.

I. LICENSE TERMS

A. Intellectual Property. The software which accompanies this Agreement is the property of SCS and/or its licensors and is protected by U.S. copyright law, U.S. patent law, and state and federal trademark law, in addition to other U.S. and international intellectual property laws and treaties. This software is licensed to you, not sold.

B. Demonstration Version. Upon downloading and installation, the software operates in "Demonstration Mode." In Demonstration Mode, the program provides full functionality for three (3) complete projects. In order to process more than three (3) projects, you must obtain a license from SCS for further use of the software. In the event that you transfer the software to a third party, or if you download, copy, or install the software on additional computers, such download, copy, or installation will be accomplished in Demonstration Mode only, requiring the new user’s assent to these license terms, and the acquisition of a license key, following the completion of three (3) projects. At the completion of the three Demonstration Version projects, if the new user has not purchased a license to use the software from SCS, any continued or additional use is in violation of this Agreement and of U.S. and international copyright and other intellectual property laws.

C. Term. Once you obtain a license from SCS, the software will operate with any number of projects for one year from the license registration date. Your license may be renewed for unlimited consecutive one-year terms following payment of an annual renewal fee.

D. Rights. While SCS continues to own the software, upon your acceptance of this Agreement you will have the following specifically defined rights arising from your license. You may:

(1) Download, copy, and install the software on an unlimited number of computers; provided however, as stated above, that the copy of the licensed software will run in Demo Mode for three complete projects, at which time each downloaded version must also be licensed;

(2) Make copies of the software for archival purposes, or copy the software onto the hard disk of your computer and retain the original for archival purposes;

(3) Use the software on a network. No hardware other than a standard Windows PC with a mouse and keyboard is required. The program may be integrated with QuickBooks, though QuickBooks is not required for proper use and function of the software;

(4) Install an unlimited number of software upgrades at no additional cost;

(5) Utilize information, reports, contracts, and other documents generated by the software, for any purpose contemplated by the terms of this Agreement and by the nature of the software; provided, however, that all reports, contracts, and other documents generated by the software are protected by U.S. and international copyright law, as provided by the copyright notice printed on each such document.

E. Prohibitions. The following are strictly prohibited by this Agreement:

(1) The transfer of this license to any third party (though you may transfer the software); and

(2) Reverse engineering, decompiling, disassembling, modifying, or translating the software, attempting to discover the source code of the software, or creating derivative works of the software.

II. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS

A. Support Services. SCS may provide you with support services related to the software. Use of support services is governed by the SCS policies and programs described in on-line documentation and other materials provided by SCS. Any supplemental software code provided to you as part of the support services shall be considered part of the software and shall be subject to the relevant terms and conditions of this agreement.

B. Termination. Without prejudice to any other rights, SCS may terminate this Agreement, in writing, upon your failure to comply with any of the terms and conditions of this Agreement, with such termination being effective upon your receipt of such notice. In such event, you shall immediately destroy all copies of the software and all of its component parts.

C. DISCLAIMER OF WARRANTIES. SCS EXPRESSLY DISCLAIMS ANY WARRANTY FOR THE SOFTWARE. THE SOFTWARE AND ANY RELATED DOCUMENTATION IS PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE REMAINS WITH YOU. THE USE OF THIS SOFTWARE, AND THE GENERATION OF REPORTS, DOCUMENTS, AND CONTRACTS IN CONJUNCTION THEREWITH, SHALL NOT BE CONSTRUED AS THE PROVISION OF LEGAL ADVICE.

SCS DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. SCS HAS TAKEN PRECAUTIONS TO GUARD AGAINST COMPUTER VIRUSES, BUT DOES NOT WARRANT THAT THE SOFTWARE PROVIDED WILL BE WITHOUT ANY COMPUTER VIRUSES. YOU ASSUME ALL RESPONSIBILITY FOR ACHIEVING YOUR INTENDED RESULTS, TAKING PROPER PRECAUTIONS TO GUARD AGAINST COMPUTER VIRUSES, AND FOR THE USE AND RESULTS OBTAINED FROM THE SOFTWARE.

D. No Liability for Damages. In no event shall SCS or its suppliers be liable for any damages whatsoever, including, without limitation, any special, consequential, indirect or similar damages, including damages for loss of business profits, lost data arising out of the use or inability to use the software, business interruption, loss of business information, or any other pecuniary loss, arising from or out of the use of or inability to use the software, even if SCS has been advised of the possibility of such damage. In any case, SCS’s entire liability under any provision of this Agreement shall be limited to the amount actually paid by you for the software and license. The disclaimers and limitations set forth herein will apply regardless of whether you accept the software. Because some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you.

III. COPYRIGHT

All title and copyrights in and to SCS software, including but not limited to any images, photographs, and text incorporated into the software, any reports, contracts, documents, or other printed materials generated by the software, and any copies of the software are owned by SCS. The software is protected by U.S. Copyright laws and international treaty provisions.

IV. U.S. GOVERNMENT RESTRICTED RIGHTS

The software and documentation are provided with restricted rights. The software may constitute "commercial computer software" or "commercial computer software documentation" as those terms are used in 48 CFR 12.212. Unless otherwise agreed, the use, duplication, or disclosure of such software and documentation by U.S. Government agencies is subject to the restrictions set forth in 48 CRR 52.227-14 (ALT III), 48 CFR 52.227-19 and the Defense Federal Acquisition Regulation Supplement (DFARS) 252.227.7013, as applicable, and the use, duplication or disclosure by the Department of Defense is subject to the restrictions set forth in 48 CFR 252.227-7013(c)(1)(ii) (Oct.1988). The manufacturer is Smart Construction Software, LLC, 352 Grandview Drive, Ashland, Oregon 97520.

V. EXPORT RESTRICTIONS

You agree that you will not export or re-export the software, any part thereof, or any process or service that is the direct product of the software (the foregoing collectively referred to as the "Restricted Components"), to any country, person, entity, or end user subject to U.S. export restrictions. You specifically agree not to export or re-export any of the Restricted Components (i) to any country to which the U.S. has embargoed or restricted the export of goods or services, which currently include, but are not limited to Cuba, Iran, Iraq, Libya, North Korea, Sudan, and Syria, or to any national or any such country, wherever located, who intends to transmit or transport the products back to such country; (ii) to any end user who you know or have reason to know will utilize the Restricted Components in the design, development or production of nuclear, chemical or biological weapons; or (iii) to any end user who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. Government. You warrant and represent that neither the Bureau of Export Administration (BXA) nor any other U.S. Federal agency has suspended, revoked, or denied your export privileges.

VII. GENERAL PROVISIONS

A. Entire Agreement. This Agreement contains the entire agreement of the parties, and may not be amended or modified except in writing signed by all of the parties.

B. Divisibility. In the event that any provision of this Agreement shall be found to be invalid, unenforceable, or prohibited by state or Federal law, the Agreement shall be considered divisible as to such part and all remaining provisions shall remain valid, enforceable, and binding as though such part were not included in this Agreement.

C. Attorney Fees. In the event it becomes necessary for either party to file suit or instigate mediation or arbitration to enforce this Agreement or any provisions contained herein, and either party prevails in such action, then such prevailing party shall be entitled to recover, in addition to all other remedies or damages, reasonable attorney’s fees and court costs incurred in the mediation, arbitration, at trial, and on appeal in such suit.

D. Choice of Law; Venue. This agreement shall be governed by the laws of the State of Oregon. Venue for all proceedings shall be in Jackson County, Oregon.

E. Contact Information. SCS may be contacted at the following address:

Smart Construction Software, LLC
352 Grandview Drive
Ashland, Oregon 97520
(541) 531-9322