SOFTWARE AGREEMENT

***IMPORTANT***

PLEASE READ THIS SOFTWARE AGREEMENT CAREFULLY BEFORE USING THE Massage Prep LMS™.  BY USING THE MASSAGE PREP ONLINE TRAINING PROGRAM, YOU ACKNOWLEDGE AND ACCEPT THE TERMS AND CONDITIONS OF THIS SOFTWARE AGREEMENT.

TERMS AND CONDITIONS

This Software License Agreement ("Agreement") is made and effective 2005, by and between Massage Prep ("Licensor") and University, Student, and/or Affiliate ("Licensee").  Licensor has developed and licenses to users its software program marketed under the name Massage Prep Online Training (the "Software"). Licensee desires to utilize a copy of the Software.

1. LICENSE
Licensor grants the Licensee a personal, nontransferable, nonexclusive license to use the Massage Prep Online Training for the terms of this Agreement. The Lessee may use the Massage Prep Online Training solely for education purposes only.  It may not be used for re-production unless agreed by Licensor.  Additional license fees may apply.

2. RESTRICTIONS
Licensee shall not modify, copy, duplicate, reproduce, license or sublicense the Software, or transfer or convey the Software or any right in the Software to anyone else without the prior written consent of Licensor.

3. TITLE
All of the Massage Prep Online Training shall remain personal property and the title thereto shall remain with Licensor at all times. The Massage Prep Online Training is and shall at all times be and remain the sole and exclusive property of Licensor and the Licensee shall have no right, title or interest therein or thereto except as to the use thereof subject to the terms and conditions of this Agreement. The Licensee shall keep the Massage Prep Online Training free from any and all judgments, liens and encumbrances. The Licensee shall give Licensor immediate notice of an attachment or other judicial process, lien or encumbrance affecting the Software and shall indemnify and save Licensor harmless of and from any loss or damage caused thereby.

4. PLACE OF USE
Licensee shall keep the Software at its place of business. Licensee covenants and agrees not to allow the use of the Massage Prep Online Training by other businesses, entities or individuals and that said Software shall be used only on the personal work stations, laptops, iPads, Tablets, authorized by this Agreement. Licensee further covenants and agrees not to copy, rent, sublease, license, transfer, donate, commercially exploit, reverse engineer, decompile, disassemble (or allow the same to occur) the  Software, or any part thereof.

5. LICENSE USAGE FEE & HOSTING CHARGES
In consideration for hosting of the license product, access and usage charges for the software will apply.  No additional hosting costs need not apply.

6. WARRANTY OF TITLE
Licensor hereby represents and warrants to Licensee that Licensor is the owner of the Software or otherwise has the right to grant to Licensee the rights set forth in this Agreement.  In the event of any breach or threatened breach of the foregoing representation and warranty, Licensee's sole remedy shall be to require Licensor or to either: i) procure, at Licensor's expense, the right to use the Software, ii) replace the Software or any part thereof that is in breach and replace it with Software of comparable functionality that does not cause any breach, or iii) refund to Licensee the full amount of the license fee upon the return of the Software and all copies thereof to Licensor.

7.  WARRANTY OF FUNCTIONALITY

A.  For a period of  one and/or twelve (1-12) months following delivery of the Software to Licensee (the "Warranty Period"), Licensor warrants that the Software shall perform in all material respects according to the Licensor's specifications concerning the Software when used with the appropriate computer equipment.  In the event of any breach or alleged breach of this warranty, Licensee shall promptly notify Licensor and return the Software to Licensor at Licensee's expense.  Licensee's sole remedy shall be that Licensor shall correct the Software so that it operates according to the warranty.  This warranty shall not apply to the Software if modified by anyone or if used improperly or on an operating environment not approved by Licensor.

B.  In the event of any defect in the media upon which the Software is provided arising within  thirty (30) days  of the date of delivery of the Software, upon return to Licensor of the Software upon the original media, Licensor shall provide Licensee a new copy of the Software.

8. SOFTWARE MAINTENANCE

A.  Standard maintenance.  During the Warranty Period, Licensor shall provide to Licensee any new, corrected or enhanced version of the Software as created by Licensor.  Such enhancement shall include all modifications to the Software which increase the speed, efficiency or ease of use of the Software, or add additional capabilities or functionality to the Software, but shall not include any substantially new or rewritten version of the Software.

B.  OPTIONAL MANINTENANCE
After expiration of the Warranty Period, Licensee may continue to receive maintenance support for successive twelve (12) month periods.  The charge for such optional maintenance support shall be Licensor's regular list price for maintenance and support for the Software as published from time to time by Licensor.  Licensee shall notify Licensor in writing if it desires to receive optional maintenance.  If Licensee fails to take optional maintenance and later elects to receive it, Licensor reserves the right to charge Licensee its maintenance fees for the period of the lapse in maintenance.  Licensee may elect to discontinue maintenance at any time upon notice to Licensor, and refund of any then unearned maintenance fees.

9.  PAYMENT
Payment of the license fee shall be made upon delivery of the Software.  Payment of any other amount owed by Licensee to Licensor pursuant to this Agreement shall be paid within thirty (30) days following invoice from Licensor.  In the event any overdue amount owed by Licensee is not paid following ten (10) days written notice from Licensor, then in addition to any other amount due, Licensor may impose Licensee shall pay a late payment charge at the rate of one percent (1%) per month on any overdue amount.

10. TAXES
In addition to all other amounts due hereunder, Licensee shall also pay to Licensor, or reimburse Licensor as appropriate, all amounts due for property tax on the Software and for sales, use, excise taxes or other taxes which are measured directly by payments made by Licensee to Licensor.  In no event shall Licensee be obligated to pay any tax paid on the income of Licensor or paid for Developer's privilege of doing business.

11. WARRANTY OF TITLE
Licensor hereby represents and warrants to Licensee that Licensor is the owner of the Software or otherwise has the right to grant to Licensee the rights set forth in this Agreement.  In the event of any breach or threatened breach of the foregoing representation and warranty, Licensee's sole remedy shall be to require Licensor or to either:  i) procure, at Licensor's expense, the right to use the Software, ii) replace the Software or any part thereof that is in breach and replace it with Software of comparable functionality that does not cause any breach, or iii) refund to Licensee the full amount of the license fee upon the return of the Software and all copies thereof to Licensor

12. LIMITED WARRANTY
Licensee makes no warranties (express, implied or statutory) with respect to the Software and the accompanying written materials including, but not limited to, any implied warranties or fitness for a particular purpose. In no event will Licensor be liable to Licensee for any direct or indirect damages including loss of profits, lost savings, loss of data, or other special incidental consequential damages arising out of Licensee's use of or inability to use the Massage Prep Online Training.

13. NO IMPLIED LICENSE
Except as otherwise expressly stated, nothing in this Agreement shall be construed to grant either party any license, by implication,  or otherwise, to any intellectual property of the other, including trademarks, copyrights, patents, or trade secrets.

14. CONFIDENTIALITY
During the course of this Agreement, either party may have or may be provided access to the other's proprietary items or confidential information ("Confidential Information"). Each party agrees to maintain the confidentiality of the other's Confidential Information in accordance with this provision and any separate nondisclosure agreement that expressly references the disclosure(s) between Licensor and Licensee. At a minimum, each party agrees that it shall not make the other's Confidential Information available to any third party without the written consent of the other and that title and ownership of the Confidential Information provided by one party to the other shall remain the exclusive property of that party who has the right to possess the Confidential Information

15. NOTICE
Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight mail services.

Licensor:

Licensee:

Massage Prep
PO Box 3044
Tampa, FL 33601
1-877-773-7568
info@massageprep.com

Organization or student who is entering into the contract
Contact Name
Contact Address
Contact Phone, Email address


16. NO OTHER AGREEMENTS
This instrument contains the entire agreement between the parties here. That respect to the subject matter contained herein.  There are no other agreements, written or unwritten, that shall bind the parties.

17.  NO ASSIGNMENT
Neither this Agreement nor any interest in this Agreement may be assigned by Licensee without the prior expressed written approval of Developer.

18. FINAL AGREEMENT
This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof.  This Agreement may be modified only by a further writing that is duly executed by both parties.

19. SEVERABILITY
If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

20. HEADINGS
Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

IN WITNESS WHEREOF, Licensor and Licensee have executed this Software License Agreement on the day and year first purchased Software.