License Agreement

IMPORTANT SINGLE END-USER LICENSE AGREEMENT CONTROLLING YOUR RIGHTS TO USE THE ENCLOSED SOFTWARE PRODUCT AND ACCOMPANYING MATERIALS. IF YOU ARE UNWILLING TO COMPLY WITH THE TERMS OF THIS LICENSE AGREEMENT, IMMEDIATELY RETURN THIS PRODUCT, THE ACCOMPANYING MATERIALS AND ALL COPIES OF EACH TO GILL ATHLETICS, INC.

GILL ATHLETICS, INC. SITE-LICENSE AGREEMENT

This Site-License Agreement ("Agreement") is made and entered into between GILL ATHLETICS, INC. ("GILL") and the individual or entity end-user ("You" or "Your" or "Your Business") who acquired the product embodying the software subject to this License Agreement. YOUR WILLINGNESS TO BE BOUND BY THIS LICENSE AGREEMENT WILL BE SIGNIFIED BY INSTALLING THE SOFTWARE, so read the terms of this Agreement carefully before installation.

The enclosed computer program and the accompanying documentation (collectively, "Software") are licensed, not sold, to You for use only under the following terms. GILL reserves all rights not expressly granted to You. You own the disk on which the Software is embodied, but GILL retains all ownership of all copies of the Software. You assume sole responsibility for the installation, use and results obtained from Your use of the Software.

1. LICENSE. GILL grants to You a non-exclusive, non-transferable, non-sublicensable License to use the copy of the Software embodied on the enclosed media.1 GILL may terminate Your License on written notice. Termination of this License for any reason shall not terminate the other terms of this Agreement. This License is personal to You. You shall not attempt to assign Your License or this Agreement without GILL's prior written consent. This License authorizes you to do the following:

(a) Install the Software on one or more computers at Your Business premises;

(b) Use the Software only for the business conducted on that single business premises;

(c) Make and retain one (and only one) copy in machine-readable form solely for backup or archival purposes for the premises for which the Software is installed. The Software is protected by copyright law. The archived copy, as well as any other copy made for any other reason, must bear the copyright legend placed on the original by GILL.1

2. TITLE. Title, ownership rights, and intellectual property rights in and to the Software shall remain in GILL and/or its suppliers. You agree to abide by the copyright law and all other applicable laws of the United States including, but not limited to, export control laws. You shall have and retain title to any data You input or collate through the use of this Software.

3. NO WARRANTY. GILL MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY OF THIS SOFTWARE OR ABOUT ANY CONTENT OR INFORMATION MADE ACCESSIBLE BY THE SOFTWARE FOR ANY PURPOSE. THE SOFTWARE IS PROVIDED "AS IS" WITHOUT EXPRESS OR IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. GILL SHALL NOT BE LIABLE UNDER ANY THEORY FOR ANY DAMAGES SUFFERED BY YOU OR ANY USER OF THE SOFTWARE.

4. NO LIABILITY. GILL WILL HAVE NO LIABILITY TO YOU (INCLUDING ANYONE MAKING A CLAIM THROUGH YOUR USE OF THE PRODUCT). IN ADDITION, GILL OR ITS SUPPLIERS SHALL NOT BE LIABLE FOR (A) INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES OF ANY SORT, WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE, EVEN IF GILL HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR (B) FOR ANY CLAIM BY ANY OTHER PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. FURTHERMORE, SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

5. HIGH RISK ACTIVITIES. The Software is not fault-tolerant and is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct lift support machines, or weapons systems, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage ("High Risk Activities"). GILL specifically disclaim any express or implied warranty of fitness for High Risk Activities.

6. TERMINATION. You may terminate this License (but not this License Agreement) at any time by destroying or erasing Your copy of the Software and so advising GILL. GILL may terminate this License upon written notice to You. Upon termination of this License for any reason, You agree to destroy or erase the Software. In the event of termination, this Agreement will survive. This License shall be governed by and construed in accordance with the laws of the United States and, as appropriate, by the laws of the State of Illinois. Any claims brought under this Agreement shall be brought only in the courts of or serving Champaign County, Illinois.

7. CONFIDENTIALITY. You acknowledge that the Software in source code form remains a confidential trade secret of GILL and/or its suppliers and therefore You agree not to modify the Software or attempt to decipher, decompile, disassemble or reverse engineer the Software, except to the extent applicable laws specifically prohibit such restriction. You agree not to deliver or otherwise make the Software available to anyone other than You or the authorized employees of Your Business and only for the normal end-uses of the Software. You agree to use Your best efforts to safeguard the Software and to ensure that no unauthorized person gains access to the Software and that no unauthorized copy, publication or decompilation is made of the Software.

This License sets forth the entire agreement between You and GILL.

If GILL provided this Software to You on a trial basis, the terms of the trial as stated by GILL will supersede this License Agreement until such time as You reach agreement with GILL to convert you trial license into a standard license. Section 1.(c) is not applicable to a trial license; therefore, a trial basis license does not entitle you to make or retain a back-up or archival copy.