End User License Agreement (EULA)

On Center Software
1400 Woodloch Forest Dr., Ste. 400
The Woodlands, TX 77380

NOTICE TO USER: THIS IS A CONTRACT. BY INSTALLING THIS SOFTWARE, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. This On Center Software, Inc. ("On Center") End User License 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 % Complete® software product, (b) a single copy of the Digital % Complete® 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"). On Center remains the owner of all right, title, and interest in the Software and the Documentation in any copies of the Software and the Documentation.

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 nor to permit the making of copies of the Software and/or its Documentation except as authorized by this License 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. 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 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. 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.

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

4. 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.

5. Limited Warranty. On Center warrants to you that the Software will perform substantially in accordance with the Documentation when used in conjunction with the required operating environment for the thirty (30) day period following your receipt of the Software. To make a warranty claim, you must return the Software to the location where you obtained it along with a copy of your sales receipt within such thirty (30) day period. If the Software does not perform substantially in accordance with the Documentation, the entire and exclusive liability and remedy shall be limited to either, at On Center’s option, the replacement of the Software or the refund of the license fee you paid for the Software. ON CENTER SOFTWARE, INC. and its suppliers do not and cannot warrant the performance or results you may obtain by using the Software or Documentation. The foregoing states the sole and exclusive remedies for On Center’s or its suppliers’ breach of warranty.

6. Disclaimer of Warranties. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, THIS SOFTWARE AND ANY RELATED SERVICES OR CONTENT ACCESSIBLE THOUGH 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, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THIRTY (30) DAYS FROM THE DATE OF PURCHASE OF THE SOFTWARE. HOWEVER, SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION 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, 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 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 OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION 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 CFR 252.227-7013(c)(1)(ii) (Oct. 1988). On Center Software, Inc., 1400 Woodloch Forest Drive, 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 may be 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.

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 and copyright 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 % Complete® are registered trademarks of On Center Software, Inc. Windows is a trademark of Microsoft Corporation. Macintosh is a trademark of Apple Corporation.