SMARTPILL PHP EDITION PRODUCT SOFTWARE LICENSE 1. AGREEMENT: This is a legal agreement between you and Scodigo, Inc. covering your use of the software SmartPill PHP Edition. Be sure to read the following agreement before using the software. If you do not agree to the terms of this Agreement, do not use the software and destroy all copies of it. 2. LICENSE: Scodigo, Inc. grants to You a non-exclusive, non-transferable PRODUCT license to use SmartPill PHP Edition consistent with this Agreement. Your license for SmartPill PHP Edition allows you to incorporate the functions of SmartPill PHP Edition into a single product that You create for resale or redistribution. You may not re-license or resell SmartPill PHP Edition or charge separately for including SmartPill PHP Edition. You may not assign your license for SmartPill PHP Edition to any third party. 3. DISTRIBUTION RIGHTS Your license is limited to the right to use and distribute SmartPill PHP Edition, for the sole purpose of incorporating the functions of SmartPill PHP Edition into Your own software, subject to the terms and conditions that follow: You may only distribute SmartPill PHP Edition in conjunction with and as a part of Your own software product. You must not modify or remove copyright notices or serial numbers or signatures that may be included within the software or displayed on the screen. The distribution rights described above belong to You. You may not give the distribution rights to others, including your customers and clients. You may not use this license in the course of any work for hire and you may not take any action that would result in transferring or assigning your license to a customer that hires you. 4. DISTRIBUTING LICENSE KEY INFORMATION You must not disclose Your license key to end users or any other third party. Your product must use the built-in PHP_Register function for registration and the license key must be kept in a password-protected database. 5. RESTRICTIONS: Except as otherwise expressly permitted in this Agreement, You may not: (a) modify or create any derivative works of SmartPill PHP Edition, including translation or localization; (b) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for SmartPill PHP Edition (except to the extent applicable laws specifically prohibit such restriction); (c) redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer rights to SmartPill PHP Edition, (d) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in SmartPill PHP Edition; (e) publish any results of benchmark tests run on SmartPill PHP Edition to a third party; or otherwise make available SmartPill PHP Edition or any part of SmartPill PHP Edition in any form, to any person or entity, other than You or Scodigo, Inc. employees, without prior written consent from Scodigo, Inc. You acknowledge that a breach or threatened breach of these provisions would cause Scodigo, Inc. irreparable harm, and that in such event, Scodigo, Inc. shall be entitled to the ex parte issuance of a temporary restraining order, without bond. You consent to the entry of a preliminary and final injunction prohibiting Your breach or threatened breach of this provision. 6. PROPRIETARY RIGHTS: Title, ownership rights, and intellectual property rights in SmartPill PHP Edition shall remain in Scodigo, Inc. You acknowledge such ownership and intellectual property rights and will not take any action to jeopardize, limit or interfere in any manner with Scodigo, Inc.'s ownership of or rights with respect to SmartPill PHP Edition. SmartPill PHP Edition is protected by copyright and other intellectual property laws and by international treaties. Scodigo, Inc. makes no claim in the proprietary rights to the PHP software rights owned by the PHP Group, discussed below. 7. TERMINATION: Without prejudice to any other rights, Scodigo, Inc. may terminate this Agreement if You breach any of its terms and conditions. 8. WARRANTY/LIMITATION OF LIABILITY: Scodigo, Inc. warrants that SmartPill PHP Edition substantially conforms to its published specifications. Except as expressly granted in this Agreement, SmartPill PHP Edition is provided AS IS. This limited warranty extends only to You as the original licensee. Your sole and exclusive remedy and the entire liability of Scodigo, Inc. under this limited warranty will be, at Scodigo, Inc.'s option, repair or replacement of SmartPill PHP Edition or refund of the license fee. In no event does Scodigo, Inc. warrant that SmartPill PHP Edition is error free or that You will be able to operate SmartPill PHP Edition without problems or interruptions. This warranty does not apply if SmartPill PHP Edition (a) has been altered, except by Scodigo, Inc., (b) has not been installed, operated, repaired, or maintained in accordance with the instructions supplied by Scodigo, Inc., or (c) has been subjected to abnormal physical or electrical stress, misuse, negligence, or accident. EXCEPT AS SPECIFIED IN THIS WARRANTY, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, ARE EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW. IN NO EVENT WILL SCODIGO, INC. BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE SMARTPILL PHP EDITION. In no event shall Scodigo, Inc.'s liability to You, whether in contract, tort (including negligence), or otherwise, exceed the price paid by You. This limitation shall apply even if the above-stated warranty fails of its essential purpose. No action, regardless of form, arising out of this Agreement may be brought by You against Scodigo, Inc. more than one (1) year after the cause of action accrued. 9. MISCELLANEOUS PROVISIONS: This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof. This Agreement may be amended only by a writing signed by both parties. Except to the extent applicable law, if any, provides otherwise, this Agreement shall be governed by the laws of the State of Michigan, U.S.A., excluding its conflict of law provisions. All disputes relating to this Agreement (excepting any dispute relating to intellectual property rights or claims of Scodigo, Inc. arising under paragraph 3) shall be subject to litigation in the state or federal courts in Kalamazoo County, Michigan, USA. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. If any provision in this Agreement should be held illegal or unenforceable by a court having jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this Agreement if no such modification is possible, and other provisions of the Agreement shall remain in full force and effect. The controlling language of this Agreement is English. If You have received a translation into another language, it has been provided for Your convenience only. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof. The provisions of this Agreement which require or contemplate performance after the expiration or termination of this Agreement shall be enforceable notwithstanding said expiration or termination. You may not assign or otherwise transfer by operation of law or otherwise this Agreement or any rights or obligations herein except in the case of a merger or the sale of all or substantially all of Your assets to another entity. This Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and permitted assigns. If You breach this Agreement, Scodigo, Inc. shall be reimbursed by You for all legal fees and costs it incurs. 10. SMARTPILL PHP EDITION USES PHP: This product includes PHP software, freely available from http://www.php.net/software/. PHP Copyright 1999 - 2006 The PHP Group. All rights reserved. The terms of the PHP License are incorporated herein and published at http://www.php.net/license/3_01.txt.