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© 2010 On Center Software Inc., On-Screen Takeoff® Electronic End User License Agreement (EULA)

NOTICE TO USER: THIS IS A CONTRACT. BY INSTALLING THIS SOFTWARE, YOU ACCEPT ALLTHE TERMS AND CONDITIONS OF THIS AGREEMENT. This On Center Software, Inc. ("On Center") End User License Agreement ("Agreement") accompanies a single copy of the On Center On-Screen Takeoff® software product and if the intent of the parties is to grant you a License hereunder to use the Digital Production Control™ software product, a single copy of the Digital Production Control™ software product (singly or collectively the "Software"), as well as related explanatory written materials ("Documentation"). The term "Software" shall also include any upgrades, patches, modified versions, updates, additions, and copies of the Software licensed to you by On Center or third parties. This copy of the Software is licensed to you as the end user. Subject to the terms and conditions contained herein, On Center grants to you a limited nonexclusive nontransferable license to use the Software (the "License"). Any License to use the Digital Production Control™ software product shall be subject to separate License fees and upgrade, support and/or other fees or amounts as determined by On Center from time to time. All right, title, and interest in and to the Software and the Documentation, any copies of the Software and the Documentation, any patents, copyrights, circuit layouts, mask works, trade secrets, and any other proprietary rights, including without limitation, any copy translation, modification, adaptation or derivation of the Software and the Documentation or any improvement of development thereof are and will remain the property of On Center. 

1. Use of the Software. The License permits you to install the Software on more than one computer system, e.g., a desktop computer and a laptop computer normally used by the same person at different times, provided that there is no possibility that the Software will be used on more than one computer system simultaneously; any such simultaneous use requires a separate license for each computer system.  You are not allowed to make more than two copies for backup purposes. You agree not to make, or permit the making of, copies of the Software and/or its Documentation except as authorized by this Agreement or otherwise authorized in writing by us. Any Documentation, screen prints or resulting output derived and/or furnished with the Software may not be copied without specific written authorization from On Center in each case.

2. Ancillary Services. At the sole discretion of On Center, certain ancillary features and services may from time to time be made available to you for use with the Software (the "Ancillary Services").  An example of such Ancillary Services, without limitation, is the use of Project Express with the Software, if such Ancillary Service has been made available to you by On Center at the time of your acquisition of this License.  Notwithstanding the foregoing, at any time and at the sole discretion of On Center (a) any or all of such Ancillary Services may be modified or discontinued and/or (b) the availability or continued availability of such Ancillary Services may require the payment by you of a separate service fee in an amount determined by On Center in its sole discretion.  Any such service fees will be in addition to your License fees and any upgrade, support and/or other fees or amounts paid to or charged by On Center.  In no event will any Ancillary Services be available to you (with or without payment of an additional service fee) if you do not participate in the On Center upgrade and support program or if you are not current on all required payments to On Center.    

3. Copyright. All proprietary rights in and to the Software are owned by On Center and its suppliers, and the structure, organization and code relating to the Software and all other information or data supplied by On Center and its suppliers, including, without limitation, any and all information and data in machine readable form, are the valuable trade secrets of On Center and its suppliers. The use and disclosure of the foregoing must be continuously and carefully controlled. The Software is also protected by United States Copyright Law and International Treaty provisions. You must treat the Software and the Documentation just as you would any other copyrighted material, such as a book. You may not copy the Software or the Documentation, except as set forth in the "Use of the Software" section. Any copies that you are permitted to make pursuant to this Agreement must contain the same copyright and other proprietary notices that appear on or in the Software or the Documentation. You agree not to modify, adapt, translate, reverse engineer, decompile or disassemble the Software, otherwise attempt to discover the source code of the Software or attempt to create derivative works based upon the Software or any part thereof. Trademarks shall be used in accordance with accepted trademark practice, including identification of trademark owner’s name. Trademarks can only be used to identify printed output produced by the Software. Such use of any trademark does not give you any rights of ownership in that trademark.

4. Transfer. You may not rent, lease, sublicense, lend, sell, assign or transfer the Software or Documentation.

5. Multiple Environment Software/Multiple Language Software/Dual Media Software/Multiple Copies. If the Software includes, or, in connection with the acquisition of the Software you receive, two or more operating environment versions of the Software (e.g. Macintosh® and Windows®), two or more language translation versions of the Software, the same Software on two or more media (e.g., diskettes and a CD-ROM), and/or you otherwise receive two or more copies of the Software, nevertheless you may use only one copy of one version of the Software. You may make two back-up copies, in accordance with the terms of this Agreement, for the version of the Software you use. You may not rent, lease, sublicense, lend, sell or transfer versions or copies of the Software you do not use, or Software contained on any unused media.

6. Disclaimer of Warranties. THIS SOFTWARE AND ANY RELATED SERVICES OR CONTENT ACCESSIBLE THOUGH OR IN CONNECTION WITH THE SOFTWARE ARE PROVIDED 'AS IS', AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ON CENTER DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED REGARDING THE SOFTWARE, DOCUMENTATION AND RELATED MATERIALS AND ANY SUCH SERVICES AND CONTENT, INCLUDING, WITHOUT LIMITATION, WARRANTIES, EXPRESS OR IMPLIED, AS TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE, QUALITY OR SECURITY. ON CENTER DOES NOT WARRANT THAT THE SOFTWARE OR ANY RELATED SERVICES OR CONTENT IS FREE FROM BUGS, VIRUSES, ERRORS, OR OTHER PROGRAM LIMITATIONS, NOR DOES ON CENTER WARRANT ACCESS TO THE INTERNET OR TO ANY OTHER SERVICE OR CONTENT THROUGH THE SOFTWARE. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS AS WELL, WHICH VARY FROM STATE TO STATE.

7. Limitation of Liability and Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ON CENTER, ITS OFFICERS, EMPLOYEES, AGENTS OR AFFILIATES NOR ANYONE ELSE INVOLVED IN THE DEVELOPMENT, MANUFACTURE OR DISTRIBUTION OF THE SOFTWARE BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DIRECT OR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES FOR PERSONAL INJURY, PERSONAL PROPERTY, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF TEXT OR DATA STORED IN OR USED WITH THE SOFTWARE AND/OR ANY RELATED SERVICES OR CONTENT ACCESSIBLE THOUGH OR IN CONNECTION WITH THE SOFTWARE, INCLUDING THE COST OF RECOVERING OR REPRODUCING THE TEXT OR DATA OR ANY OTHER PECUNIARY LOSS ARISING FROM OR OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, ANY RELATED SERVICES OR CONTENT ACCESSIBLE THOUGH OR IN CONNECTION WITH THE SOFTWARE AND/OR OTHERWISE. THIS LIABILITY LIMITATION APPLIES EVEN IF YOU OR ANYONE ELSE HAS ADVISED ON CENTER OR ANY OF ITS AUTHORIZED REPRESENTATIVES OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF ANY SUCH DAMAGE IS CAUSED BY, ARISES OUT OF OR RESULTS FROM THE ORDINARY, STRICT, SOLE OR CONTRIBUTORY NEGLIGENCE OF ON CENTER, ITS EMPLOYEES, AGENTS, CONTRACTORS OR AFFILIATES. SOME STATES DO NOT ALLOW THE EXCLUSION AND/OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

8. Notice to Government End Users. The Software and Documentation are "commercial computer software" or "commercial computer software documentation" as those terms are used in 48 CFR 12.212. Unless otherwise agreed, use, duplication or disclosure of such software and documentation by U.S. Government civilian agencies is subject to the restrictions set forth in 48 CFR 52.227-14 (ALT III) and 48 CFR 52.227-19, and use, duplication or disclosure by DoD is subject to the restrictions set forth in 48 CFR 227.7202-1(a) and 48 CFR227.7202-3(a) or, if applicable, 48 CFR252.227-7013(c)(1)(ii) (Oct. 1988). On Center Software, Inc., 1400 Woodloch Forest Dr., Suite 400, The Woodlands, Texas 77380. The Software is unpublished-rights reserved under the copyright laws of the United States.

9. Protection Device. On Center may adopt from time to time such mechanical or electronic methods it deems necessary or appropriate to control unauthorized use or distribution of the Software. Such methods may require that the Software maybe used only with a protection device or code provided to you by On Center. If a hardware device is lost, it only may be replaced for the cost of a new license.  Damaged hardware devices may be replaced after the damaged device has been returned to On Center.

10. General Provisions. This Agreement sets forth On Center's and its Representatives entire liability and your exclusive remedy with respect to the Software. You acknowledge that this Agreement is a complete statement of the agreement between you and On Center with respect to the Software, and that there are no other prior or contemporaneous understandings, promises, representations, or descriptions with respect to the Software. This Agreement does not limit any rights that On Center may have under trade secret, copyright, patent or other laws.  The Representatives of On Center are not authorized to make modifications of this Agreement, or to make any additional representations, warranties or commitments binding upon On Center, other than in writing and signed by a duly authorized officer of On Center. Any such statements or modifications may not be relied upon unless such statements or modifications are signed by a duly authorized officer of On Center. This Agreement will be construed in accordance with and governed by the laws of the State of Texas (without reference to choice of law principles), except for trademark, copyright and other matters governed by federal law. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms. You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations. You agree and certify that you are not a citizen or permanent resident of the following countries: Cuba, Iran, North Korea, Sudan or Syria. This Agreement may be terminated by On Center immediately and without notice if you fail to comply with any term or condition of this Agreement. Upon such termination you must immediately destroy all complete and partial copies of the Software and Documentation, including all backup copies. On Center reserves the right, in its sole discretion, to amend this Agreement from time to time without notice to you.  If there is a conflict between this Agreement and the most current version of this Agreement, the form of Agreement posted at www.oncenter.com, will prevail and it is your responsibility to review the current form of Agreement posted at www.oncenter.com from time to time to review any changes or amendments to this Agreement. Your continued use of the Software will indicate your agreement to the change. On-Screen Takeoff and Digital Production Control are trademarks of On Center Software, Inc. Windows is a trademark of Microsoft Corporation. Macintosh is a trademark of Apple Corporation.