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SOFTWARE LICENSE AGREEMENT FOR QWICKLY BUILDING BLOCK SOFTWARE IMPORTANT--PLEASE READ CAREFULLY. This Software License Agreement (the "License") is a legal agreement between QWICKLY LLC., a LIMITED LIABILITY CORPORATION ("QWICKLY") and “Licensee,” the recipient of a copy of the QWICKLY software product (the "Software Product"), which product includes computer software, and may include printed materials, and electronic or "online" documentation and/or related items (collectively, the "Software Product"). By downloading, installing, copying, or otherwise using the Software Product, Licensee agrees to be bound by the terms and conditions of this License. If Licensee does not agree to all of the provisions of this License, Licensee may not download, install or copy or otherwise use the Software Product.

1. LICENSE GRANT. QWICKLY hereby grants Licensee and, by downloading the Software Product Licensee accepts, a non-exclusive license to use the Software Product solely to obtain QWICKLY BUILDING BLOCK SERVICES (“Services”). The Software Product incorporates various intellectual property rights, that may, include, without limitation, copyrights, trademarks, patents, trade secrets and other proprietary rights (collectively, the "Intellectual Property Rights"). While Licensee has been provided with a copy of the Software Product, QWICKLY retains all rights, title and interests in and to the computer software comprising the Software Product and the Services and all Intellectual Property Rights embodied therein.

2. END USERS. QWICKLY may require any individual using the Software Product and/or Services to enter into a separate agreement with QWICKLY.

3. RIGHTS AND RESTRICTIONS. The Software Product is protected by U.S. and foreign copyright laws and international copyright treaties, as well as by other such intellectual property laws and treaties. The Software Product is licensed (and not sold) to Licensee, and any and all rights not expressly granted to Licensee herein are reserved by QWICKLY.

4. INSTALLATION AND STATISTICS. Licensee may install the Software Product on one or more servers that are running the Blackboard Learning System, including test and development servers. QWICKLY will collect statistics that return only aggregate numbers of tool use, no individual user or personally identifiable information can be viewed, transmitted, or collected.

5. REVERSE ENGINEERING. Licensee shall not, nor shall Licensee permit anyone to adapt or otherwise modify, create any derivative work, or decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code from, the Software Product (or any portion thereof).

6. UPGRADES AND RELATED PRODUCTS. QWICKLY may from time to time, at its sole discretion, make an upgrade or other such revised version of the Software Product (an "Upgrade") available and notify Licensee of the applicable terms and conditions for receiving any such Upgrade, which may require Licensee to return certain components of the Software Product prior to receiving the subject Upgrade. QWICKLY may, in its sole discretion, offer additional or optional software and/or services in connection with the Services to Licensee or its end-users.

7. NO ASSIGNMENT. Licensee may not assign or otherwise transfer the Software Product provided to Licensee, or any copies thereof, or any of Licensee’s rights or obligations under this License.

8. PAYMENT. Payment of the license fee, IF APPLICABLE, shall be made WITHIN SIXTY (60) DAYS FOLLOWING THE DOWNLOAD OF THE PAID VERSION OF THE SOFTWARE. Payment of any other amount owed by Licensee to Developer pursuant to this Agreement shall be paid within sixty (60) days following invoice from QWICKLY. In the event any overdue amount owed by Licensee is not paid following ten (10) days written notice from QWICKLY, then in addition to any other amount due, QWICKLY may impose and Licensee shall pay a late payment charge at the rate of one percent (1%) per month on any overdue amount. Software that was delivered by has exceeded the 60 day invoice limit will be made unusable by QWICKLY on Licensee system through expiration of the software key. 1. License. QWICKLY hereby grants to Licensee a one-year, non-exclusive, limited license to use the Software as set forth in this Agreement. THIS CLAUSE DOES NOT PERTAIN TO THE FREE VERSION OF THE SOFTWARE.

9. TERMINATION. In the event that Licensee fails to comply with the terms and conditions of this License, the license granted hereunder will automatically terminate (with all other rights of both parties and all other provisions of this License surviving any such termination). In the event this License is terminated, Licensee must destroy all copies of the Software Product (including all components thereof) and of each Upgrade thereto.

10. NO WARRANTIES. THE SOFTWARE PRODUCT AND ANY UPGRADE THERETO IS/ARE PROVIDED TO LICENSEE ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND OR NATURE. QWICKLY MAKES, AND LICENSEE RECEIVES, NO WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF ANY THIRD-PARTY RIGHTS, AND THEIR EQUIVALENTS UNDER THE LAWS OF ANY JURISDICTION, REGARDING THE SOFTWARE PRODUCT AND ANY UPGRADE THERETO.

11. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, QWICKLY SHALL NOT BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR DAMAGES OF ANY KIND OR NATURE ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE DAMAGES, OR OTHER DAMAGES OF ANY KIND OR NATURE ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT AND/OR ANY UPGRADE THERETO, EVEN IF QWICKLY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES, AND LICENSEE HEREBY ASSUMES ALL RISK AS TO THE QUALITY, PERFORMANCE, OPERATION OF AND/OR INABILITY TO OPERATE THE SOFTWARE PRODUCT AND/OR ANY UPGRADE THERETO. IN NO EVENT SHALL QWICKLY’S LIABILITY HEREUNDER, IF ANY, EXCEED THE PRICE WHICH LICENSEE PAID FOR THE ITEM(S) WHICH IS/ARE THE SUBJECT OF ANY CLAIMED LIABILITY.

12. U.S. GOVERNMENT RESTRICTED RIGHTS. The Software Product and all Upgrades (if any) thereto are provided with restricted rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable. "Manufacturer", as such term is used therein, is QWICKLY LLC, LEGAL ADDRESS IS 20683 STANFORD AVE, CLEVELAND, OH 44126.

13. EXPORT LIABILITY ASSURANCES. Licensee agrees and certifies that the Software Product will not be exported outside the United States except as authorized and permitted by the laws and regulations of the United States. Licensee agrees that it will not re-export the Software Product except as permitted by the laws and regulations of the United States and the laws and regulations of the jurisdiction in which it obtained the Software Product.

14. GOVERNING LAW. This License shall be governed by and construed under the laws of the State of OHIO, excluding that body of law related to choice of laws.

15. ENTIRE AGREEMENT. This License constitute the entire agreement and understanding of the parties relating to the subject matter hereof. The headings of the Sections and subsections of this License are for convenience of reference only and shall not be of any effect in construing the meanings of any Section or provision hereof. If any provision of this License (or part thereof) is determined by a court of competent jurisdiction to be void, invalid or otherwise unenforceable, such provision (or part thereof) shall be deemed deleted from this License, while the remaining provisions of this License shall continue in full force and effect. No failure or delay by either party in exercising any right, power or remedy under this License shall operate as a waiver of any such right, power or remedy.

16. USE OF LOGO. Licensee agrees that their institution name or a logo may be used on a public website by QWICKLY.

BY CLICKING THE "AGREE" BUTTON WHICH APPEARS BELOW, LICENSEE IS PROVIDING A SYMBOL OF ITS LEGAL SIGNATURE AND ACKNOWLEDGING AND ACCEPTING ALL OF THE PROVISIONS OF THIS LICENSE.