Challenger Corporation (“Licensor”) License Agreement and Disclaimer

End-User License Agreement:

All use of this product is subject to the following terms and conditions. If for any reason you do not wish to accept the complete terms of this agreement, please return the CD-ROM/DVD/VHS to Challenger Corporation for a full refund. This refund will be made only if the seal on the box which encases the CD-ROM/DVD/VHS disc remains unbroken.

Licensor has produced a publication on electronic media, utilizing software (the “Software”) either developed directly by the Licensor or licensed from third parties ("Third Parties") by the Licensor and deployed via the Challenger Interactive Viewer© to search, retrieve and display the information contained in the publication. Such Third Parties include, but are not limited to Microsoft, Inc. and Sun Microsystems, Inc. User, desiring to use this electronic version of the publication (the “System”), agrees as follows:

1. License. During the term of this Agreement, Licensor grants User a personal, nontransferable, and limited license to use the System, including the right to use the accompanying Software in order to access and use the information contained in the Publication (“Database”), as well as the user documentation (“User Manual”).

2. Term. This License is effective from the date the System is received by the User and shall remain in force for as long as the User continues to use the System, unless terminated as provided below.

3. License Fee. In order to keep the System current, User agrees to pay a fee for the System in the amount specified by the Licensor.

4. Authorized Use of Program. (a) Individual (Single User) Version. If the User is an individual who has purchased the single-user version of the System, then the User shall have the right to use the System which he has actually purchased on any computer which the User owns or regularly uses as part of the User’s professional activities. The System will create only one User profile containing a score file. (b) Institutional Version. If the User is an institution or represents an institution which has purchased a multiple-user or multiple-site version of the system, then the User shall have the right to use the system on any computer and associated work stations which the User owns or contracts, provided all appropriate charges, including additional site fees, have been paid. The system will create as many User profiles, each containing score files, as the User has licensed and paid for.

5. Use Restrictions. Except with prior written permission of Licensor, User may not: (a) Copy the Software, except to load it into a computer and to make a single backup copy; (b) Distribute copies of the Database or Software or accompanying User Manual to any other person; (c) Modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software or User Manual; (d) Copy, download, save, store in a retrieval system, publish, transmit, or otherwise reproduce, transfer, save, store, disseminate or use, in any form or by any means, any part of the data contained within the Database; (e) Transfer, resell, or grant any other rights of any kind to any individual copy of the Database or the Software, including the User Manual, to any other person; (f) Remove any proprietary notices, labels or marks on the Database, Software or User Manual. Notwithstanding, the User may print out one copy of limited portions of the Database on an ad hoc basis for the User’s personal use and not for sale, redistribution, or publication. User shall take reasonable measures to maintain the security of the Database and the Software, and shall not allow any other parties, including employees of User, to have access to the Database or Software.

6. Proprietary Rights. User acknowledges and agrees that the System is the exclusive property of Licensor and the Database, Software (including the backup copy made by the User) and the User Manual are licensed to the User only for the term of this Agreement and strictly under the terms hereof. The System contains publications of the Licensor and its licensors that are protected by copyright and the Software contains copy-written and confidential trade secret information that is the property of Licensor and others. Except for the limited rights given to User herein, all rights in the System are reserved by Licensor.

7. Updates, Enhancements and Technical Support. Licensor has the right to revise or update the System, but revisions or updates, as well as technical support for the System, will be provided to User only if a properly signed registration card has been returned by User and is on file and User has paid all applicable fees.

8. Termination. If User should fail to perform in the manner required in this Agreement, Licensor may terminate this Agreement or exercise any other rights it may have. Upon termination, the User shall immediately return all discs to Licensor as well as the Software and User Manual and all copies of such material. Alternatively, Licensor may require that the User destroy all of these materials and all copies, that it so certify in writing to Licensor. All provisions of this Agreement with regard to the protection of the proprietary rights of Licensor, the disclaimer of warranties and limitations of liability shall continue in force after such termination.

Disclaimer:

Disclaimer of Warranties and Limitations of Liability. User recognizes that the System is to be used only as a reference aid. It is not intended to be a substitute for the exercise of professional judgment by the User. Medicine is an ever-changing science. In view of the possibility of human error or changes in medical science, Users are advised to confirm the information in the System through independent sources. With respect to drug dosages, Users should confirm through independent sources that changes have not been made in the recommended dosages or in the contraindications for administration, particularly in connection with new or infrequently used drugs. Users should also consult their own laboratories for normal values. THE SYSTEM IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Licensor does not warrant, guaranty or make any representations regarding the use or the results of the use or operation of the System terms of accuracy, reliability, currentness or otherwise. The entire risk as to the results and performance of the System is assumed by User. Limited Warranty For CD-ROMs, DVDs or Video Cassette Tapes (“Medium”). If within 30 days after the System is acquired, the medium on which the System is recorded is found to be defective in workmanship or materials and Licensor is given timely notice thereof, User’s sole and exclusive remedy and Licensor’s sole obligation shall be the replacement of the defective medium or the refund of the full amount paid by User for the System, as Licensor shall decide. IN NO EVENT SHALL LICENSOR OR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE DATABASE, SOFTWARE OR USER MANUAL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES RESULTING FROM THEIR USE, HOWEVER CAUSED, ARISING UNDER ANY THEORY OF LIABILITY. This warranty allocates the risk of product failure or error between User and the Licensor. The limited warranty set forth above is in lieu of all other express warranties, whether oral or written. The agents, employees, and distributors of Licensor are not authorized to modify this warranty, nor to make additional warranties binding on Licensor or anyone else involved in creation, production or delivery of the System. The System’s pricing reflects this allocation of the risk and limitations of liability contained in this Agreement.

The System is a product designed as an offline Web application that uses HTML, XML, Java, and JavaScript to create a dynamic learning environment. The proper functioning of the System can be inhibited by applications or operating system configurations that are designed to protect a computer against viruses or unwanted ads. Other third party applications installed by or for the user also may adversely affect the operation of the System. Installation of Internet connection software on a computer by or at the instruction of a user's Internet Service Provider (ISP) may intefere with the proper functioning of the System.

It is the user's sole responsibility to understand the operation and configuration of their computer's operating system, software applications, and Web browsers. System issues that result from ISP customizations of a user's computer operating system, Web browsers, and user environment can only be resolved by the ISP, and it is the user's responsibility to contact the ISP and request a resolution.

User agrees to indemnify and hold Licensor and all of its officers, directors, employees, consultants, agents, and anyone providing information for the Database as well as other providers of software incorporated in the Software, harmless from any System. No action, regardless of form, arising out of this Agreement may be brought by User more than one year after the cause of action has occurred. Some states do not allow exclusions or limitations of implied warranties or liability in certain cases, so the above exclusions and limitations may not apply to you. General Provisions. (a) This Agreement shall be governed by the laws of Tennessee. Any action related to the purchase or use of the System by or for any User must be brought solely before a court of competent jurisdiction in Shelby County, Tennessee. (b) User shall pay all reasonable costs, including court costs and attorneys’ fees, incurred by Licensor in the enforcement of the provisions of this Agreement. (c) User is responsible for all sales, use or similar taxes. (d) Use, duplication or disclosure by the U.S. Government is subject to restrictions stated in FAR 252.227-7013.