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CAP-TRAN SOFTWARE LICENSE AGREEMENT

IMPORTANT! The software for the CAP-TRAN software program is licensed only on the condition that the licensee (referred to in this Agreement as "YOU") agrees with Imeriti, Inc. (referred to in this Agreement as "Imeriti") to the terms and conditions set forth in the following legal agreement. READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY. YOU WILL BE BOUND BY THE TERMS OF THIS AGREEMENT IF YOU DOWNLOAD OR OTHERWISE USE THE CAP-TRAN PROGRAM. 

	1. License Grant. Imeriti will grant You a nontransferable, nonexclusive, personal license to use the CAP-TRAN software program (the "Licensed Software") and any documentation (the Licensed Software, the media embodying the Licensed Software, and any written or electronic documentation are referred to in this Agreement as the "Licensed Materials"), if You agree to the following terms and conditions. YOU MAY NOT USE, COPY, MODIFY, OR TRANSFER THE LICENSED MATERIALS, IN WHOLE OR IN PART.  You may use the Licensed Materials only to sell life insurance products offered by Imeriti.   You shall not use the Licensed Materials for any other purpose or to market or sell any other insurance products.  The grant of License to use the Licensed Materials is conditioned on you having a contract with Imeriti to sell life insurance products offered by Imeriti.

	2. Term; Termination. This Agreement is effective from the date on which You download, or use online, the CAP-TRAN program containing the Licensed Materials. This Agreement may be terminated by You at any time by destroying the Licensed Materials. It will also terminate automatically and without notice if You fail to comply with any term or condition of this Agreement.   This Agreement shall also terminate automatically if Imeriti does not give You the password(s) necessary to continue to use the Licensed Materials.   Imeriti also reserves the right to terminate the use of the Licensed Materials and the CAP-TRAN program at any time in its own discretion.   You acknowledge that You have paid no consideration for the use of the Licensed Materials.

	3. Ownership. The Licensed Materials are the sole and exclusive property of Imeriti.

	4. Copy and Use Restrictions. You may not make any copies of the Licensed Materials, or transfer or permit the transfer or copying of the Licensed Materials.  You may not make any copies of the Licensed Materials for back up purposes.  If you are allowed to download the Licensed Materials, You may only download one copy of the Licensed Materials and only to one computer.   

		(a)   You shall not reveal to any third party any password given to you by Imeriti.  You shall not permit any third party to use the Licensed Materials.  You may not share, forward, or otherwise reveal to any third party, any download link sent to you by Imeriti.  For the purposes of this Agreement, third party shall mean any natural person or business entity, including spouses, partners, employees, employers, independent contractors, agents, consultants, attorneys, accoutants, etc.   The license contained in this Agreement is personal solely to You.

	5. Protection and Security. You agree to use your best efforts and take all reasonable steps to safeguard the Licensed Materials to ensure that no unauthorized person shall have access thereto and that no unauthorized use, copy, publication, disclosure or distribution, in whole or in part, in any form shall be made. You acknowledge that the Licensed Materials contain valuable, confidential information and trade secrets and that unauthorized use and/or copying are harmful to Imeriti.

	6. Limited Warranty/Disclaimers as to Use and Availability. (a) The only warranty Imeriti makes to You in connection with the Licensed Materials is that the Licensed Materials will be replaced, without charge, if the Licensed Materials can not be used for their intended purpose.   This warranty is in effect, exclusively, the Licensed Materials have been downloaded by you.

		(b)   Imeriti cannot know when, and under what circumstances, You might want to make use of the Licensed Materials.   Imeriti can not promise that You will be able to connect to its website(s) that deploy the Licensed Materials or if the servers maintaining the website(s) will be functioning or under maintenance, etc.  Imeriti makes no warranty as to the availability of the CAP-TRAN program or the Licensed Materials on-line.   Imeriti makes no warranties, promises or guarantees that the Licensed Materials will be available on-line for use at any particular time or place whether for download by You or use by You should the Licensed Materials be available for use on-line without download.

		(c) Because Imeriti cannot know the purposes for which You acquired the Licensed Materials or the uses to which You will put the CAP-TRAN program, You assume full responsibility for the selection of the Licensed Materials and for its installation and use and the results of that use.

	7. Warranty Disclaimers; Liability Limitations. (a) IMERITI MAKES NO WARRANTY, OTHER THAN AS STATED ABOVE, OR REPRESENTATION WITH RESPECT TO THE LICENSED SOFTWARE AND IT IS LICENSED "AS IS." ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY STATEMENTS OR REPRESENTATIONS MADE BY ANY OTHER PERSON OR FIRM ARE VOID.

	(b) YOU AGREE NOT TO USE THE LICENSED SOFTWARE IN ANY SITUATION WHERE SIGNIFICANT DAMAGE OR INJURY TO PERSONS, PROPERTY OR BUSINESS COULD OCCUR FROM A SOFTWARE ERROR.

	(c) YOU ASSUME ALL RISK AS TO THE SELECTION, USE, PERFORMANCE AND QUALITY OF THE LICENSED MATERIALS. IN NO EVENT WILL IMERITI OR ANY OTHER PARTY WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE LICENSED MATERIALS BE LIABLE FOR SPECIAL, DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS OR INABILITY TO USE THE LICENSED MATERIALS, EVEN IF IMERITI OR SUCH OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN NO EVENT SHALL IMERITI'S OR SUCH OTHER PARTY'S BE LIABLE FOR ANY DAMAGES OR LOSS TO YOU OR ANY OTHER THIRD PARTY.

	(d) Some states and/or countries do not allow limitations on how long an implied warranty lasts and some states and/or countries do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation and exclusion may not apply to you. This warranty gives you specific legal rights, and you may also have other rights which vary from state to state and/or country to country.

	8. General. (a) If any provision or portion of a provision of this Agreement is determined to be invalid or unenforceable, it shall be deemed omitted and the remaining provisions of this Agreement shall remain in full force and effect.

	(b) This Agreement is governed by and construed in accordance with the laws of the State of California. Any suit brought with respect to this Agreement may be brought ONLY in San Diego County, California.

	(c) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and all prior agreements, representations, statements and undertakings are hereby expressly cancelled.
I have read and understand the Cap-Tran Software License Agreement.
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