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End User License Agreement

MSC COURSEWARE PROGRAM LICENSE AGREEMENT MEDICAL SIMULATION CORPORATION ("MSC," "WE" OR "US") IS WILLING TO GRANT USE OF THE MSC COURSEWARE APPLICATION, IN OBJECT CODE FORM ONLY, AND ANY RELATED DOCUMENTATION THAT WE MAKE AVAILABLE (COLLECTIVELY, THE "PROGRAM") TO YOU, THE INDIVIDUAL OR SINGLE ENTITY END-USER OF THE PROGRAM ("YOU"), ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS MSC COURSEWARE PROGRAM LICENSE AGREEMENT ("AGREEMENT"). PLEASE READ THIS AGREEMENT CAREFULLY. BY LOGGING ONTO THE MSC TRAINING SYSTEM, YOU, ON BEHALF OF YOURSELF OR YOUR ENTITY, AS APPLICABLE, ACKNOWLEDGE THAT: (1) YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT; (2) YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT; AND (3) IF ACTING ON BEHALF OF AN ENTITY, YOU HAVE FULL AUTHORITY TO BIND YOUR ENTITY TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE NOT WILLING TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN DO NOT LOG ON TO THE MSC TRAINING SYSTEM AND MSC DOES NOT AND WILL NOT GRANT YOU ANY RIGHT OR LICENSE TO THE PROGRAM. 1. License. Subject to the terms and conditions of this Agreement, MSC grants you a non-exclusive, non-transferable right to execute the Program solely for your or your entity's own educational purpose. 2. Restrictions. With respect to the Program, in whole or in part, you may not: (a) decompile, disassemble, decrypt, extract, reverse engineer or otherwise attempt to obtain the source code of the Program, except to the extent expressly permitted by applicable law despite this limitation; (b) copy or otherwise reproduce the Program, in any format (electronic, print or other format), except to the extent expressly permitted by MSC in writing; (c) modify, revise, adapt or otherwise prepare derivative works of the Program; (d) distribute, publicly perform or publicly display the Program; (e) use the Program to operate a service bureau or otherwise rent, lease, loan, sublicense or sell the Program to any other party; (f) permit or authorize any other person or entity to do any of the foregoing. Any rights not explicitly granted under this Agreement are hereby reserved. 3. Proprietary Rights. We are licensing, not selling, access to the Program to you. You acknowledge that ownership of the Program, including all intellectual property rights therein and all modifications thereof, is and shall remain in MSC and its licensor(s). The Program is protected by copyright laws and international copyright treaties as well as other intellectual property laws and treaties. 4. Confidentiality. The Program is the confidential and proprietary information of MSC and/or its licensors. You agree to use the Program only for your or your entity's own educational purpose and you will use the same degree of care to protect the Program from unauthorized access, and prevent unauthorized disclosure or use, as you use for your own confidential information and in no case less than a reasonable degree of care. 5. Term. This Agreement is effective from the date you sign this document and remains in force until terminated. You may terminate this Agreement at any time by providing written notice to MSC. MSC may terminate this Agreement immediately in accordance with Section 9 or Section 14 below. Furthermore, this Agreement will terminate automatically without notice if you fail to comply with any term or condition of this Agreement. Upon termination, you must immediately cease using the Program. 6. Disclaimers. THE PROGRAM IS PROVIDED TO YOU "AS IS." ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND/OR WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, ARE DISCLAIMED, EXCEPT TO THE EXTENT THAT SUCH DISCLAIMERS ARE HELD TO BE LEGALLY INVALID. YOU ASSUME ALL RISK AS TO SELECTION, QUALITY, INSTALLATION, RESULTS AND PERFORMANCE OF THE PROGRAM AND, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPLETENESS AND ADEQUACY FOR YOUR PURPOSE. MSC DOES NOT WARRANT THAT THE PROGRAM WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE PROGRAM WILL BE UNINTERRUPTED OR ERROR FREE. 7. Limitation of Damages. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL MSC BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGE IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT AND/OR YOUR USE OF THE PROGRAM (INCLUDING WITHOUT LIMITATION LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE), HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE), EVEN IF MSC HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL MSC'S AGGREGATE LIABILITY TO YOU FOR CLAIMS RELATING TO YOUR USE OR INABILITY TO USE THE PROGRAM, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE), EXCEED THE AMOUNT PAID BY YOU FOR USE OF THE PROGRAM. THIS SECTION ALLOCATES THE RISK OF DAMAGES OR LOSS RESULTING FROM USE OF THE PROGRAM AND CONSTITUTES A MATERIAL INDUCEMENT TO MSC TO ENTER INTO THIS AGREEMENT. ACCORDINGLY, YOU AGREE THAT DAMAGES AND LIABILITY WILL BE SUBJECT TO THESE LIMITATIONS, EVEN IF THE REMEDY LIMITED AS SET FORTH ABOVE FAILS OF ITS ESSENTIAL PURPOSE. 8. Indemnification. As an express condition to your use of the Program, you agree to defend, indemnify and hold harmless MSC from any and all claims by third parties arising out of or in connection with your use of the Program. 9. Infringement. If MSC reasonably believes the Program might be infringing or violating the proprietary rights of any third party, then MSC shall have the option, at its expense, to: (a) modify the Program to be non-infringing; (b) obtain for you a license to continue using the Program; or (c) terminate this Agreement. This Section states MSC's entire liability for infringement or other violations of proprietary rights. 10. Maintenance and Support. MSC's obligations to provide maintenance, support, upgrades and updates for the Program under this Agreement are only those set forth in MSC's then-current documentation. In any event, any upgrades and/or updates provided to you by MSC will be deemed Program, subject to the terms and conditions of this Agreement, unless provided to you under a separate written license agreement. 11. Government End Users. The Program is comprised of "Commercial Computer Program" and "Commercial Computer Program Documentation," as such terms are used in 48 C.F.R. 12.212 or 48 C.F.R. 227.7202, as applicable. Consistent with 48 C.F.R. 12.212 or 48 C.F.R. 227.7202-1 through 4, as applicable, the Commercial Computer Program and Commercial Computer Program Documentation are being licensed to the U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. 12. General. This Agreement is the entire agreement between you and MSC relating to the Program. It supersedes all prior or contemporaneous oral or written communications, proposals, warranties and representations with respect to its subject matter, and following your acceptance of this Agreement by logging onto the MSC Training System, will prevail over any conflicting or additional terms of any other communications by or between you and MSC. No modification to this Agreement is binding unless in writing and signed by an authorized representative of each party. A waiver or failure by MSC to exercise, in any respect, any right provided for herein shall not be deemed a waiver of any further right hereunder. If any provision of this Agreement is held to be in violation of applicable law, void or unenforceable, then such provision shall be waived to the extent necessary for this Agreement to be otherwise enforceable; however, if deletion of any provision of this Agreement by operation of this Section unreasonably compromises, in MSC's opinion, the rights or liabilities of MSC and/or its licensors, then MSC reserves the right to terminate this Agreement. This Agreement is made under, shall be governed by and construed in accordance with, the laws of the State of Colorado, U.S.A., excluding its choice of law provisions. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. You and MSC agree that any action arising from or in connection with this Agreement shall be brought exclusively in the United States District Court of District of Colorado or the State Courts in the City and County of Denver, Colorado, and the parties hereby submit exclusively to the personal jurisdiction and venue of those courts. You may not assign this Agreement, or otherwise transfer any of your rights or responsibilities under this Agreement without the prior written consent of MSC. Section 3 (Proprietary Rights), Section 4 (Confidentiality), Section 6 (Disclaimers), Section 7 (Limitation of Damages), Section 8 (Indemnification), Section 11 (Government End Users) and Section 12 (General) will survive termination or expiration of this Agreement.

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