LICENSE AGREEMENT

Please read this license agreement carefully. By using this software, you are accepting all of the terms of this license including, without restriction or limitation, the limitations of liability and disclaimers included herein.

COPYRIGHTS AND OWNERSHIP

The Software that accompanies this license, including all components, code, structure, organization, algorithms and calculations, is the property of Carus Corporation and is protected by law. The Software contains proprietary and/or copyrighted information. All copies of the Software are Carus Corporation's property. It is expressly understood that no title or ownership of the Software, or any part thereof, is transferred to Licensee.

LICENSE TERMS

The Design Software, including data, calculations, and other materials distributed herewith ("Software"), is hereby licensed to you ("Licensee"). Licensee may not reverse engineer, decompile, disassemble, modify, translate, make any attempts to discover the source code, create derivative works, or create, market, or distribute add-ons or enhancements to the Software without the prior written consent of Carus Corporation.

RESTRICTIONS ON USE

Licensee wishes to use the Software to evaluate factors that may affect remediation of certain forms of environmental contamination using the above-mentioned products. Licensee agrees to use the Software solely in connection with the application of the above-mentioned products. Licensee agrees not to remove any of Carus Corporation's disclaimers or proprietary rights notices, including this License, from the Software.

TERMINATION

This license shall continue until terminated by Licensee or Carus Corporation. Licensee may terminate the License at any time by destroying the Software and all backup copies. Carus Corporation may terminate this License immediately upon notice to Licensee that Licensee has failed to comply with the License provisions, or has otherwise used the Software or any Carus Corporation products in a manner inconsistent with any warnings or instructions provided therewith, at which time Licensee will be required to return or destroy the Software, manuals and documentation, including all backup copies, within five (5) days, and certify such return or destruction in writing to Carus Corporation.

DISCLAIMER AND LIMITATION OF LIABILITY

(a) Licensee acknowledges and agrees that the Software is a tool designed to assist experienced professionals in evaluating the amount of the above-mentioned products that might be required for application at a contaminated site and should be used with due professional care. This software is not intended as a replacement for engineering by experienced professionals. The instructions accompanying the Software describe what input is required, what default values are utilized if the user chooses not to enter actual site data, and what calculations are performed. The Software is necessarily an approximation of conditions that may exist and results that may be achieved in the field. Licensee acknowledges and agrees that it will be solely responsible for any risks or costs arising from any use or misuse of the Software, whether intentional, inadvertent, or negligent.

(b) LICENSEE ACKNOWLEDGES AND AGREES THAT THE USE OF THE SOFTWARE IS AT LICENSEE'S SOLE RISK. CARUS CORPORATION DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE SOFTWARE, THAT USE OF THE SOFTWARE WILL BE UNITERRUPTED OR ERROR FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SOFTWARE OR AS TO THE ACCURACY, RELABILITY, OR CONTENT OF ANY INFORMATION PROVIDED THROUGH THE SOFTWARE. LICENSEE ACKNOWLEDGES THAT THE SOFTWARE MAY NOT PERFORM IN ACCORDANCE WITH THE INSTRUCTIONS OR MANUAL, MAY NOT MEET THE NEEDS OF LICENSEE, MAY CAUSE LOSS OR DISTORTION OF DATA, OR MAY  CAUSE LICENSEE'S INTERNAL COMPUTER SYSTEM(S) TO MALFUNCTION AND THAT THE SOFTWARE MAY NOT PROPERLY CONNECT WITH THE LICENSEE'S INTERNAL COMPUTER SYSTEM OR PROGRAMS. THE SOFTWARE IS PROVIDED SOLELY ON AN "AS IS" BASIS. THERE ARE NO, AND CARUS CORPORATION HEARBY DISCLAIMS, ANY AND ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES, CONDITIONS, OR GURANTEES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR TITLE WITH RESPECT TO THE SOFTWARE OR OTHER WARRANTIES, CONDITIONS, GURANTEES, OR REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, IN LAW OR IN FACT, ORAL OR IN WRITING, OR THE ACCURACY OR CORRECTNESS OF THE INFORMATION CONTAINED THEREIN OR ITS USE BY LICENSEE. LICENSEE HEARBY ACKNOWLEDGES THAT IS HAS NOT RELIED UPON ANY WARRANTY, CONDITION, GUARANTY OR REPRESENTATION MADE BY CARUS CORPORATION. 

(c) Licensee agrees that in no event shall Carus Corporation be liable for any loss, damage or cost (including, without limitation, attorney's fees, fines, penalties and court costs) of any kind, whether categorized as direct, indirect, compensatory, special, incidental, consequential, punitive, lost profits, damages for loss of business information, damage to Licensee's environment, data or information, or otherwise, regardless of whether Licensee or Carus Corporation has been advised or is otherwise aware of the possibility of such loss, damage, or cost, arising out of or in connection with this agreement, the use or performance of the software or any Carus products used in conjunction with the software, any error or omission of Licensee, its employees, consultants, agents, or any services provided by or on behalf of Carus Corporation. Without limiting the generality of the foregoing, this disclaimer of liability applies to any damages or injury caused by any failure of performance, error, omission, interruption, defect, deletion, delay in operation or transmission, computer virus, communication line failure, and theft or destruction or unauthorized access to, alteration of, or use of records. Further, Carus Corporation disclaims all liability for, and Licensee agrees that Carus Corporation shall not be liable for, failure of the Software to properly determine the amount of the above-mentioned products to be used, properly locate points for the use of the above-mentioned products, or from any malfunction of the software, or disruption of common carrier lines, loss of power, acts or failure to act of any third party, natural disasters or any and all other causes. Carus Corporation shall not be liable to Licensee for any decision made or action taken or not taken by Licensee in reliance on the Software or any information or data furnished hereunder. Licensee further acknowledges and agrees that Carus Corporation shall not be held liable for the acts or failure to act of any third party.

(d) Licensee agrees that, if any of the foregoing limits on the liability of Carus Corporation should be deemed to be invalid, ineffective, or unenforceable and Licensee sustains a loss, damage, or cost (including attorney's fees, fines, penalties and court costs) resulting from its use of the Software or information or data obtained through the use of the Software, then the entire liability of Carus Corporation for damages, regardless of the form of the action, shall not exceed the sum of ONE DOLLAR ($1), the sufficiency of which is hereby acknowledged in advance by the Licensee.

(e) Carus Corporation, its owners, affiliated companies, members, directors, officers, employees, agents or suppliers, shall not have any liability (whether based on contract, tort, negligence or otherwise) to Licensee or any third party for any incidental, indirect, special, consequential or punitive damages (including, without limitation, lost profits, loss of data, loss of use or claims of third parties), arising from this Agreement, the License, the Software, or any use of, or inability to use, the Software or any information derived therefrom, however caused, and whether or not the party has been advised of the possibility of such damages.

(f) Licensee further agrees that Carus Corporation shall have the right to change, modify, or substitute the Software or take any other actions necessary or appropriate to ensure the effective operation of the Software. If Carus Corporation makes available a different version, modification, or enhancement of the Software, Carus Corporation may require Licensee to utilize such enhancement or different version as a further condition of this License; however Carus Corporation is under no obligation to develop or provide any improved, modified, or different version of the Software.

MISCELLANEOUS

This License contains the entire Agreement between the Licensee and Carus Corporation, and supersedes all prior agreements. Both parties agree to be bound by the laws of Illinois and the United States of America. Licensee hereby consents to the exclusive jurisdiction of, and venue in, the applicable federal and/or state courts located in LaSalle County, Illinois for all disputes in connection with this agreement. If a court of competent jurisdiction finds any part of this License to be invalid, that part shall be severed from the License and the remaining parts of the License shall remain in full force and effect as if the severed part never existed. This License may not be modified or amended unless done in writing and signed by a duly authorized representative of Carus Corporation.