(a) You may install and use the Software on one desktop and one laptop computer for your use. You do not become the owner of the Software; ICT and its suppliers retain title to the Software. ICT reserves all rights not specifically granted in this Agreement.  (b) ICT hereby grants you, and you hereby accept, a personal, non-transferable, nonexclusive license (the "License") to use the Software and the Documentation (collectively, "Products") in executable form only, on the terms set forth in this Agreement. Nothing in this Agreement constitutes a waiver of ICT’s or its suppliers’ intellectual property rights under any law.

(c) You may make one copy of the Software in machine-readable form solely for backup purposes. You (or the Software itself) may make a reasonable number of copies of the Software solely for the purpose of completing the installation process (and such copies shall not be put to any other use). You must legibly reproduce on any such copy all copyright notices and other proprietary legends found on the original. Your license to use the Software is revocable in accordance with the terms of this Agreement.

The Software and Documentation are owned by ICT and its suppliers. The Software and its structure, organization and code are the valuable trade secrets of ICT and its suppliers. All intellectual property rights (including without limitation copyrights, trade secrets and trademarks) evidenced by, embodied in, or attached, connected or related to the Software (including without limitation the Software code) belong to ICT and its suppliers. The Software is also protected by United States Copyright Law and International Treaty provisions. You must treat the Software and Documentation just as you would any other copyrighted material, such as a book. You may not copy the Software or the Documentation except as provided in Section 1. You may not modify, sell, rent, transfer, resell for profit, distribute or create derivative works based upon, the Software or Documentation, or any part thereof without written permission from ICT.

Except as specifically permitted in Section 1 above, you agree not to (i) use, modify, merge or sub- license the Software or any of ICT’s Products; (ii) sell, license (or sub- license), lease, assign, transfer, pledge, or share your rights under this Agreement to anyone else; (iii) modify, adapt, transfer, disassemble, de-compile, reverse engineer, revise or enhance the Software or otherwise reduce the Software to human-perceivable form or attempt to discover the Software’s source code; (iv) place the Software onto a server so that it is accessible via a public network; (v) use any back-up or archival copies of the Software (or allow someone else to use such copies) for any purpose other than to replace an original copy if it is destroyed or becomes defective; (vi) attempt to increase the functionality of the Software in any way; or (vii) export or re-export the Software, directly or indirectly, into any country prohibited by the United States Export Administration Act. If you are a member of the European Union, this Agreement does not affect your rights under any legislation implementing the EC Council Directive on the Legal Protection of Computer Programs. If you seek any information within the meaning of the Directive you should contact ICT.

(a) READ THE FOLLOWING DISCLAIMERS CAREFULLY.

(b) ICT DOES NOT WARRANT THAT THE SOFTWARE OR ANY OF ITS PRODUCTS WILL MEET YOUR REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE.

(c) TO THE EXTENT ALLOWED BY LAW, ICT EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES NOT STATED IN THIS AGREEMENT AND ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU ARE SOLELY RESPONSIBLE FOR THE SELECTION, USE, EFFICIENCY AND SUITABILITY OF THE SOFTWARE ON YOUR SYSTEM, AND ICT SHALL HAVE NO LIABILITY THERE FOR AT ALL. ICT does not warrant that the functionality maintained in the Software will meet all of your requirements or that the Software will operate in combinations you might select.

(d) The limited warranty shall not apply if the Software is used on or in conjunction with any hardware or programs other than the unmodified version of hardware and program with which the Software was designed to be used as described in the Documentation.

(e) ICT DOES NOT MAKE ANY WARRANTIES OF ANY KIND THAT THE SYSTEM OR COMPONENTS DO NOT OR WILL NOT INFRINGE ANY COPYRIGHT, PATENT, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY IN ANY COUNTRY.

(f) To the extent permissible, any implied warranties are limited to 90 days. This warranty gives you specific legal rights. You may have other rights that vary from state to state or jurisdiction to jurisdiction.

(g) Some states or jurisdictions do not allow the exclusion of implied warranties or limitations on how long an implied warranty may last, so the above limitations may not apply to you.

(h) All warranties are null and void if the Software is (i) altered, including installation of interfacing computer programs that are not as described in this Agreement; (ii) subjected to out-of-specification uses, viruses or accidents; (iii) misused; (iv) damaged by your or any other person’s negligence, or your or any other person’s failure to follow instructions or specifications as to proper use, care, maintenance of Software or the media on which it is installed; or (v) damaged by external factors such as fluctuation of electrical power, temperatures above 80 degrees Fahrenheit, fire, flood or failure or your failure to comply with environmental specifications.

(i) ICT shall have no responsibility for the effect that the installation of the Software may have on any other warranties relating to products to which the Software might be attached.

(a) ICT will make reasonable efforts to correct errors reflecting significant deviations from the functional specifications that you report to ICT during the warranty period, but because not all errors in Software can or need be corrected, ICT does not warrant that all Software defects will be corrected.

(b) You agree to hold ICT harmless from and indemnify ICT against any and all liabilities, claims, costs, losses and expenses (including reasonable attorneys fees), paid or incurred as a result of or arising from your or any other person’s alteration, misuse or modification of the Software or violation of this Agreement.

(a) IF, NOTWITHSTANDING THE TERMS OF THIS AGREEMENT, ICT IS FOUND LIABLE FOR DAMAGES BASED ON ANY DEFECT OR NONCONFORMITY OF ITS SOFTWARE OR OTHER PRODUCTS, ITS TOTAL LIABILITY FOR EACH DEFECTIVE PRODUCT SHALL NOT EXCEED THE GREATER OF (x) U.S.$200, OR (y) THE PRICE PAID TO ICT FOR SUCH DEFECTIVE PRODUCT. The entire liability of ICT and your exclusive remedy for any defective Software or other Product provided under this Agreement is limited to its return to ICT within 3 months after the earlier of its download or installation for replacement of such software or other product such Software or other Product. THE ENTIRE LIABILITY OF ICT AND YOUR EXCLUSIVE REMEDY FOR DAMAGES FROM ANY CAUSE RELATED TO OR ARISING OUT OF THE SOFTWARE OR OTHER PRODUCT, REGARDLESS OF THE FORM OF ACTION, WHETHER FOR BREACH OF CONTRACT OR IN TORT, NEGLIGENCE OR PRODUCT LIABILITY, WILL NOT EXCEED THE GREATER OF (a) U.S.$50 OR (b) THE CHARGES PAID TO ICT. SUCH EXCLUDED DAMAGES SHALL INCLUDE COSTS AND ATTORNEYS FEES.  (b) IN NO EVENT WILL ICT OR ITS SUPPLIERS OF GOODS OR SERVICES BE LIABLE TO YOU OR ANY OTHER PERSON FOR (a) ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, REVENUES, PROFITS OR SAVINGS, EVEN IF ICT KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, (b) CLAIMS, DEMANDS OR ACTIONS AGAINST YOU BY ANY PERSON, (c) LOSS OR DAMAGE TO YOUR DATA FROM ANY CAUSE OR (d) COSTS AND ATTORNEYS FEES.

(c) You acknowledge that the limitations contained in this Section permit ICT to provide Software and other Products at lower rates than ICT otherwise could, and such limitations are reasonable. THESE LIMITATIONS OF LIABILITY ARE INTENDED TO LIMIT ICT’S EXPOSURE FOR DAMAGES. ICT SHALL NOT BE LIABLE TO YOU FOR ANY REASON OTHER THAN AS EXPRESSLY SET FORTH HEREIN. REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE, ICT SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL OR SPECIAL DAMAGES, EVEN IF ICT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ICT’S TOTAL LIABILITY FOR ALL CAUSES OF ACTION ADDED TOGETHER MAY NOT EXCEED THE AMOUNT DESCRIBED IN THIS SECTION 7. Some states or jurisdictions do not allow the exclusion or limitation of incidental, consequential or special damages, so the above limitations may not apply to you.

Except as specifically provided herein, ICT makes no warranty or representation, either express or implied, with respect to its Software or other Products, including its quality, performance, merchantability or fitness for a particular purpose.

Your failure to comply with the terms of this Agreement shall terminate your license and this Agreement. Upon termination of this Agreement by ICT: (i) the License granted to you in this Agreement shall expire and you, upon termination, shall discontinue all further use of the Software and other licensed Products; and (ii) you shall promptly return to ICT all tangible property representing ICT’s intellectual property rights and all copies thereof and shall erase or delete any such information you might retain in electronic form. Sections 3, 4, 5, 6, 7, 8, 9 and 10 shall survive any termination of this Agreement.

If European Union Directive 91/250/EEC applies to your use of the Software, and you desire to obtain information that is indispensable to achieve interoperability of independently created software with the Software as permitted under Article 6 of the Directive (the "Information"), you must notify ICT, in writing, specifying the software for which interoperability is sought (the "Integration Software"). If ICT reasonably determines that you are entitled to such Information, ICT shall, at its option, either: (a) provide the Information necessary to achieve interoperability between the Software and the Integration Software; or (b) allow you to reverse engineer the Software, within the limits prescribed by the Directive, solely to the extent necessary to obtain the required Information. If ICT elects to provide the Information to you, you agree to provide ICT with all information and assistance reasonably necessary to enable ICT to provide the Information.

(a) Unless otherwise stated, ICT and you have the right to cure any default within a reasonable time from notice of the default.

(b) This Agreement will be governed by the law of the State of Connecticut excluding its conflict of laws rules. The rights and obligations provided under chapter 625 of the Connecticut General Statutes are in addition to and not in lieu of any conflicting tort, restitutionary, or other law of the State of Connecticut pertaining to civil liability for misappropriation of a trade secret. All disputes arising in connection with this Agreement shall be resolved in the State or federal courts of Connecticut, and you hereby submit to the personal jurisdiction of such courts. 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.

(c) This Agreement constitutes the entire agreement between ICT and you with respect to the Products and Services. This Agreement supersedes all earlier proposals and agreements, both written and oral, and all other written and oral communications between ICT and you. The terms and conditions of this Agreement will supersede all other terms and conditions you may have submitted.

(d) You will not assign or transfer your rights or obligations under this Agreement without prior written consent of ICT. Any assignment or transfer prohibited by this provision will be null and void.

(e) This Agreement may be modified only in a writing signed by a duly authorized officer of ICT.

(f) No proceeding or legal action, regardless of its form, whether in contract or tort, including negligence, related to or arising out of this Agreement, may be brought by either party more than one year after the cause of action first accrued.

(g) If any part of this Agreement is ruled by any arbitrator, court or administrative or regulatory agency to be unenforceable or invalid, this Agreement shall be automatically modified to eliminate that part and the remainder will remain in full force and effect.

(h) All questions concerning this Agreement should be directed to: Image Content Technology LLC, 220 RT12, Suite 5, PMB 344, Groton, CT 06340 USA, Attention: Legal.