NON COMMERCIAL SOFTWARE LICENSE AGREEMENT

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NON COMMERCIAL SOFTWARE LICENSE AGREEMENT

1. GENERAL.

THE TERMS OF THIS LICENSE APPLY TO NON-PROFIT ORGANZIATIONS AND USERS WHO ARE EMPLOYEES OF NON-PROFIT ORGANIZAIONS. FOR PROFIT ORGANIZATION AND INDIVIDIAL USERS SHOULD CONTACT info@bio-sof.com TO OBTAIN A COMMERCIAL LICENSE

2. OWNERSHIP OF LICENSED PRODUCT.

(a) Licensee acknowledges and agrees that the ``Licensed Product and all copies thereof are Licensor's exclusive property. Licensee has no rights with respect to the Licensed Product except as set forth in this Agreement, and, without limiting the generality of the foregoing, may not distribute, resell, sublicense, assign or transfer the ``Licensed Product or any portion thereof, or modify, decompile, disassemble or otherwise change the Licensed Software without Licensor's prior written consent.

(b) Upon any termination, cancellation, or expiration hereof, Licensee shall immediately delete the Licensed Software from all of its computer systems and destroy any copies of the Licensed Documentation in its possession.

3. GRANT OF LICENSE.

a. Licensor hereby grants to Licensee, and Licensee hereby accepts, a personal, Non-exclusive and non-transferable license to Use the Licensed Software at the Licensed Site during the term hereof, and to use the Licensed Documentation during such term in support of the Use of the Licensed Software. Additionally individuals who are employees or contractors of Licensee who log into computers at the Licensed Site from their personal home or while traveling, are entitled to Use the Licensed Software at such remote locations, provided that such Use is undertaken for and on behalf of the Licensee and that such employees or contractors report directly to employees of the Licensee whose usual and regular place of work is the Licensed Site.

b. Other than as set forth in paragraph 3(a) above, a separate license shall be required, together with the payment of additional annual license fees and charges, to use the Licensed Software at any location other than the Licensed Site.

4. REPRODUCTION OF LICENSED PRODUCT.

Licensee may reproduce the Software for Use in accordance with the terms of the limited License granted to the Licensee in Section 2. Reproduction of the Licensed Software for any other reason is strictly prohibited. All copies of the Software, in whole or in part, shall contain the Licensor's restrictive and proprietary notices as they appear on the copies of Software provided by Licensor.

5. LIMITATION OF LIABILITY.

a. IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS, ARISING OUT OF OR RELATED TO THIS LICENSE AGREEMENT OR THE PERFORMANCE OR BREACH THEREOF, EVEN IF THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.

b. IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE FOR ANY DAMAGES RESULTING FROM OR RELATED TO ANY FAILURE OF THE SOFTWARE PRODUCTS, INCLUDING, BUT NOT LIMITED TO LOSS OF DATA, OR DELAY OF THE LICENSOR IN THE DELIVERY OF THE LICENSED PRODUCT OR IN THE PERFORMANCE OF SERVICES UNDER THIS LICENSE AGREEMENT.

c. IN NO EVENT SHALL LICENSEE BE LIABLE TO LICENSOR FOR ANY LOST PROFITS, LOST OPPORTUNITY COSTS OR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY.

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