Definitions

The "SOFTWARE PRODUCT" is all files included with the BaskWare distribution archive as well as all files produced as a result of the installation scripts. The "SOFTWARE PRODUCT" also includes the BaskWare logo and the "look and feel" of any page produced via BaskWare or included with the BaskWare package. The provisions of this License Agreement applying to the "SOFTWARE PRODUCT" also apply to all derivative works of the "SOFTWARE PRODUCT."

The "LICENSEE" is the individual who downloads or receives the SOFTWARE PRODUCT unless the individual designates another to be the "LICENSEE" prior to installing BaskWare within an implementation of the SOFTWARE PRODUCT.

"MCCUTCHEN ENTERPRISES" is MCCUTCHEN ENTERPRISES, LLC of Howell, Michigan, which is the sole owner of the copyright and all other rights in and to the SOFTWARE PRODUCT.

"LICENSE FEES" are monies paid from the LICENSEE to MCCUTCHEN ENTERPRISES for the right to invoke this License Agreement for a specific implementation of the SOFTWARE PRODUCT.

Application of License

By downloading or receiving the SOFTWARE PRODUCT, or by installing the SOFTWARE PRODUCT onto any machine, or by using the SOFTWARE PRODUCT or any portion of the SOFTWARE PRODUCT in any way, the LICENSEE agrees to be bound by the terms of this License Agreement.

The LICENSEE is responsible for ensuring that the terms of the License Agreement are upheld and the LICENSEE is responsible for any violations of the License Agreement whether or not the LICENSEE authorized the infringements of the License Agreement.

Permitted Uses

Provided that any required LICENSE FEES have been paid, this License Agreement allows the LICENSEE to download the SOFTWARE PRODUCT for the purpose of installing the SOFTWARE PRODUCT on the LICENSEE'S site or for the purpose of examining the source code of the SOFTWARE PRODUCT to evaluate its future use on the LICENSEE'S site. The LICENSEE may install the SOFTWARE PRODUCT onto a single computer. The LICENSEE may also retain one copy of the distribution of the SOFTWARE PRODUCT for archival purposes provided that this archive is not redistributed in any way.

Prohibited Uses

The LICENSEE agrees not to do any of the following unless previously authorized in writing by MCCUTCHEN ENTERPRISES, as doing the following would violate this License Agreement and be grounds for the termination of this License Agreement and possible legal action as described in this License Agreement.

• Making available for download or otherwise copying or redistributing the SOFTWARE PRODUCT
• Selling, renting, or leasing the SOFTWARE PRODUCT to any individual or organization
• Including on any distribution medium (such as a CD-ROM or bundled within a software package) the SOFTWARE PRODUCT
• Installing the SOFTWARE PRODUCT on more than one computer without a sufficient number of Licenses to do so
• Using any portion of the SOFTWARE PRODUCT in any other application or redistributing the SOFTWARE PRODUCT under the same or another name

Copyright Notices and Program Credits

Copyright notices included within the SOFTWARE PRODUCT may never be modified, appended, or removed without the prior expressed written consent of MCCUTCHEN ENTERPRISES, regardless of whether the LICENSEE has paid any LICENSE FEES for the implementation of the SOFTWARE PRODUCT.

The LICENSEE is not permitted to modify, append, or remove any copyright notices or program credits appearing within the visual interface of the SOFTWARE PRODUCT. This includes, but is not limited to, copyright notices on documentation pages and the "Program Credits" page. Removing links to such copyright notices and program credits is similarly prohibited. MCCUTCHEN ENTERPRISES reserves the right to publish conditions under which copyright notices or program credits can be removed from the visual interface and to specify the extent of the removal of the same.

Multiple Installations

Each distinct implementation of the SOFTWARE PRODUCT requires that a separate License be issued by MCCUTCHEN ENTERPRISES to the LICENSEE. MCCUTCHEN ENTERPRISES retains the right to require the payment of additional LICENSE FEES for additional licenses, even if no LICENSE FEES are ordinarily required for the first installation.

Limited Warranty

Provided that LICENSE FEES have been paid by the LICENSEE, MCCUTCHEN ENTERPRISES warrants that the SOFTWARE PRODUCT will perform according to its documentation upon payment of such LICENSE FEES. Should MCCUTCHEN ENTERPRISES breach the limited warranty agreement, MCCUTCHEN ENTERPRISES will, at its discretion, repair, replace, or provide instructions for repair of the SOFTWARE PRODUCT, NO REFUNDS.  ALL SALES ARE FINAL.  In no case shall the liability of MCCUTCHEN ENTERPRISES exceed the LICENSE FEES paid by the LICENSEE. This limited warranty is not offered if LICENSE FEES have not been paid by the LICENSEE.

The SOFTWARE PRODUCT is not fault-tolerant and is not designed for use in high-risk activities in any environment where the SOFTWARE PRODUCT could lead to injury or death. MCCUTCHEN ENTERPRISES specifically disclaims any warranties, express implied, of fitness for high-risk activities.

In no event shall MCCUTCHEN ENTERPRISES be liable for any damages in excess of LICENSE FEES paid (including without limitation, special, direct, incidental, consequential, or indirect damages for personal injury, loss of business profits, business interruption, loss of information, loss of data, and any other pecuniary loss) arising from the installation or any use of this SOFTWARE PRODUCT.

The LICENSEE voids this limited warranty by performing any of the following actions:

1. Modifying any part of the SOFTWARE PRODUCT except as documented in the documentation that accompanies the SOFTWARE PRODUCT.
2. Breaching any portion of this License Agreement.
3. Failing to promptly register the implementation of the SOFTWARE PRODUCT with MCCUTCHEN ENTERPRISES following its implementation.
4. Deleting or moving (intentionally or inadvertently) any file provided with, created by, or used by the SOFTWARE PRODUCT.
5. Failing to meet the system requirements for the LICENSEE'S server as stated on the BaskWare download page for the version of the SOFTWARE PRODUCT that the LICENSEE is attempting to install.
6. Failing to pay required LICENSE FEES in a timely manner for the LICENSEE'S implementation of the SOFTWARE PRODUCT, in which case the LICENSEE not only voids the limited warranty, but also breaches this License Agreement and is also subject to other provisions of this License Agreement.

Site Content

The LICENSEE alone, not MCCUTCHEN ENTERPRISES, bears the entire responsibility for the content of any internet site, even if the LICENSEE is using the SOFTWARE PRODUCT as part of that internet site. In no way shall MCCUTCHEN ENTERPRISES be liable or responsible for the content of any LICENSEE'S site, including but not limited to any data created by users of the SOFTWARE PRODUCT.

Title and Copyright

The SOFTWARE PRODUCT remains the property of MCCUTCHEN ENTERPRISES. The SOFTWARE PRODUCT is licensed, not sold. By paying LICENSE FEES, the LICENSEE is granted the right to use the SOFTWARE PRODUCT as described in this License Agreement, but the LICENSEE does not assume any rights of ownership or other rights in and to the SOFTWARE PRODUCT.

The SOFTWARE PRODUCT is copyright © 2010 by MCCUTCHEN ENTERPRISES, all rights reserved.  The LICENSEE of this SOFTWARE PRODUCT gains the right to use the copyrighted software but does not gain ownership of the copyright or of the SOFTWARE PRODUCT.

Consequences of License Violations

Should the LICENSEE use unlicensed copies of the SOFTWARE PRODUCT without the expressed written consent of MCCUTCHEN ENTERPRISES, the LICENSEE is in violation of this License Agreement. If the LICENSEE was using any portions of the SOFTWARE PRODUCT which ordinarily require the payment of LICENSE FEES, the LICENSEE agrees to pay to MCCUTCHEN ENTERPRISES the LICENSE FEES necessary to license the unlicensed implementation according to the schedule of LICENSE FEES available at the time from the MCCUTCHEN ENTERPRISES web site. Additionally, MCCUTCHEN ENTERPRISES may require that the LICENSEE immediately and entirely remove any implementation of the SOFTWARE PRODUCT that is in breach of this License Agreement. In addition, the LICENSEE shall be liable for the payment to MCCUTCHEN ENTERPRISES of attorney's fees, court costs, punitive damages, and any other legal remedy appropriate for the situation.

Should the LICENSEE distribute, sell, or otherwise make available any portion of the SOFTWARE PRODUCT or any modification which is determined to be the SOFTWARE PRODUCT according to any other sections of this License Agreement, the LICENSEE shall be liable for the payment to MCCUTCHEN ENTERPRISES of the equivalent cost of LICENSE FEES for the SOFTWARE PRODUCT or for all monies collected by the LICENSEE in violation of this License Agreement, whichever is more. In addition, the LICENSEE shall be liable for the payment to MCCUTCHEN ENTERPRISES of attorney's fees, court costs, punitive damages, and any other legal remedy appropriate for the situation.

Termination

MCCUTCHEN ENTERPRISES may, at any time, terminate the License Agreement if MCCUTCHEN ENTERPRISES determines that the License Agreement has been breached. If the termination of License Agreement occurs as a result of a violation by the LICENSEE or another person, the LICENSEE must immediately remove all files from his or her implementation of the SOFTWARE PRODUCT and all links to the same.

In no case shall MCCUTCHEN ENTERPRISES be responsible for paying to the LICENSEE or anyone else any amount of money, even if the termination of the license diminishes or eliminates revenue raised by the implementation of the SOFTWARE PRODUCT. In no case shall MCCUTCHEN ENTERPRISES be responsible for refunding any LICENSE FEES, regardless of the reason for termination of this License Agreement, except as provided in the limited warranty section of this License Agreement.

Transfer of License

The LICENSEE is not permitted to transfer this License to any other individual or institution without the expressed written consent of MCCUTCHEN ENTERPRISES.

Without prior written consent of MCCUTCHEN ENTERPRISES, the LICENSEE may not act as a reseller who sells or otherwise distributes Licenses for the SOFTWARE PRODUCT. Under this License, MCCUTCHEN ENTERPRISES reserves the right to develop a separate agreement applying to such reselling activities, and such an agreement, if entered into by MCCUTCHEN ENTERPRISES and the LICENSEE, would supercede this License Agreement as defined in the separate agreement.

Jurisdiction

This License Agreement is governed by the laws of the State of Michigan. Both the LICENSEE and MCCUTCHEN ENTERPRISES submit to the jurisdiction of the courts of the State of Michigan. Both the LICENSEE and MCCUTCHEN ENTERPRISES agree to commence any litigation that may arise hereunder in the courts located in the Judicial District of Oakland County in the State of Michigan.