This License Agreement is made and entered into between the licensor, GAHELA, and the individual who is purchasing the GAHELA Software ("Licensee") today, Thursday 25th of April 2024. GAHELA hereby grants to Licensee a non-exclusive and nontransferable license to use the Software. For each license purchased, Licensee shall use the Software on one Computer, a single domain, and only at the Licensee Facility. Licensee has no authority or right to copy, convert, or distribute, in whole or in part. This license may not be transmitted to another user. Title to the GAHELA Software and Documentation including ownership rights to patents, copyrights, trademarks and trade secrets therein shall be the exclusive property of GAHELA. Licensee shall not disclose Confidential Information except to Authorized Persons. Licensee shall not duplicate, use or disclose Confidential Information except as otherwise permitted under the Agreement. Licensee hereby acknowledges and agrees that the Confidential Information derives independent economic value (actual or potential) from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from their disclosure or use; are the subject of reasonable efforts under the circumstance to maintain their secrecy; and are trade secrets as defined under Chapter 688 of the Florida Statutes [?688.002(4)] and Section 757 of the Restatement of Torts. Licensee shall not copy the Software. or Documentation and shall not allow the Software or Documentation to be copied without the prior written consent of GAHELA. GAHELA shall make available to Licensee an additional copy of the Software for back-up use on the Computer. Licensee shall not use the Software or any materials incident thereto to develop computer software without the prior written consent of GAHELA. If the Software is modified, such modifications shall be the sole and exclusive property of GAHELA and GAHELA shall own all of the rights, title and interests to such modifications and any resulting computer software, including (but not limited to) any and all copyrights, patents and trade secrets related thereto. LICENSEE ACCEPTS THE GAHELA SOFTWARE "AS IS". THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES OF MERCHANTABILITY. IN NO EVENT WILL GAHELA BE LIABLE TO LICENSEE FOR ANY CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER GAHELA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE OR WHETHER SUCH DAMAGES ARE REASONABLY FORESEEABLE. Each party hereby represents and warrants that all representations, warranties, recitals, statements and information provided to each other under the Agreement are true, correct and accurate as of the date of the Agreement to the best of their knowledge. In the event of litigation or arbitration arising out of the Agreement, the costs of such litigation or arbitration, including, but not limited to, attorney fees, travel expenses, deposition costs, expert witness expenses and fees, court costs, arbitration fees and other costs incurred in connection with bringing or defending such action whether or not incurred in trial or appeal shall be recovered by the prevailing party from the nonprevailing party. This Agreement shall be binding upon both of the parties hereto, their respective heirs, personal representatives, successors and assigns, and without limitation, any corporate successor by merger, consolidation or other corporate reorganization.