SOFTWARE LICENSE AGREEMENT

MemoryCode grants you a non-exclusive license to use this copy of the program MemoryKids© subject to the following terms and the proprietary notices, labels or marks on the program and any documentation.

You may:
1. Use this program only on computers owned or leased to the Customer holding the license.

2. Make copies of the program for archival purposes as long as all proprietary notices are reproduced on each copy.

You may not:
1. Modify, translate, reverse engineer, decompile, disassemble, or create derivative works based upon this program.

2. Rent, transfer or grant any rights in this program or accompanying documentation in any form to anyone else without the prior written consent of MemoryCode.

3. Remove any proprietary notices, labels or marks on the program and accompanying documentation.

4. Use this program, or permit this program to be used, on any computer not owned or leased to the Head Start Grantee holding the license.

This license is not for sale and it may not be assigned or sublicensed to anyone else. Title and intellectual property rights in the program including but not limited to copyright, written materials, and any copies remain with MemoryCode.

If you do not comply with any of the above restrictions, this license will terminate, you will be liable to MemoryCode for damages or losses caused by your non-compliance and MemoryCode will be entitled to a court order which will require you to comply.

LIMITED WARRANTY AND DISCLAIMER
If, within 30 days from your first use of this product, you are not satisfied with it for any reason, you should stop using it and notify MemoryCode. If you return to MemoryCode any materials that MemoryCode has sent to you in connection with the product MemoryCode will, at your option, either refund your purchase price or replace the product and related materials. MEMORYCODE'S LIABILITY IS LIMITED TO THE REPLACEMENT OF THE PRODUCT AND RELATED MATERIALS OR THE REFUND OF THE PURCHASE PRICE. THIS IS THE ENTIRE LIABILITY OF MEMORYCODE AND IS YOUR EXCLUSIVE REMEDY. MEMORYCODE SHALL NOT BE LIABLE FOR ANY OTHER DAMAGES OR LOSSES INCLUDING DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFITS TO YOU OR ANY THIRD PARTY INCLUDING, WITHOUT LIMIT, LOSS OF DATA.

THE FOREGOING LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

This agreement is the entire agreement. If any provision of this agreement is held invalid, the remainder of this agreement shall continue in full force and effect.

If you do not agree to the above terms, you must discontinue any further use of this product and return to MemoryCode any material (including any copies) which MemoryCode has sent to you in connection with this product.

SUPPORT AGREEMENT
1. MemoryCode will provide to the customer, limited (if available, without warranty) significant updates to this program, for the term of 12 months from the date of this agreement.

2. MemoryCode will provide limited (up to five hours total, with a fifteen-minute minimum per call / email) telephone or email support for the term of 12 months from the date of this agreement. The current number, but subject to change by MemoryCode, is (801) 472-0808 and email address is dang@memorycode.com

3. MemoryCode may offer extended, additional, or on site support and training at the expense of the Customer. If training is done at a site other than MemoryCode home office, Customer will reimburse MemoryCode for the reasonable travel, lodging and meal expenses of MemoryCode’s trainer(s) so long as such expense were approved in advance in writing by Customer. (Hourly rates for additional support and training is presently $80.00 per hour for telephone or email and $120.00 per hour for on site work, but subject to change by MemoryCode.)

SUBJECT PROGRAM SPECIFICATIONS AND HARDWARE REQUIREMENTS
The Subject Program as outlined above will be compatible with IBM personal computers or 100% compatible personal computers, which provides a Microsoft virtual machine. Other minimum system requirements are outline below:

1. Pentium 400 Mhz microprocessor
2. Microsoft Windows 95 or later; Windows NT
3. 128 MB RAM (256 MB RAM recommended)
4. 20 MB HDD space available
5. SVGA “High Color” monitor
6. Microsoft Access 2000 or XP © and all associated system requirements