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	Software License Agreement PROFESSIONAL DEVELOPMENT SOFTWARE, INC. SOFTWARE LICENSE AGREEMENT FOR END USERS (INCLUDING INSTITUTION ADMINISTRATORS) BE SURE TO CAREFULLY READ AND UNDERSTAND ALL OF THE RIGHTS AND RESTRICTIONS DESCRIBED IN THIS AGREEMENT BEFORE USING THE SOFTWARE ("SOFTWARE") AT THIS WEB SITE. CLICKING “I ACCEPT,” OR LOGGING IN TO THIS WEB SITE, OR USING THE SOFTWARE, AS THE CASE MAY BE, INDICATES YOUR ACCEPTANCE OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS IN THIS AGREEMENT, YOU SHOULD NOT ENROLL OR LOG IN AS A USER AT THIS WEB SITE. IN SOME CASES YOU WILL NOT BE ABLE TO COMPLETE YOUR ENROLLMENT UNLESS OR UNTIL YOU ACCEPT THIS AGREEMENT BY CLICKING “I ACCEPT.” Your clicking of the “I Accept” button indicates your express consent to and acceptance of the terms of this Agreement. The “Effective Date” of this Agreement is the date you click the “I Accept” button. IMPORTANT - READ CAREFULLY: This Software License Agreement (this “Agreement”) is a legal agreement between you, the “Licensee” (an individual affiliated with an institution that possesses a valid license for use of the Software at this web site) and Professional Development Software, Inc. (“PDS”) for the Software that is accessed at this web site. The Software is protected by applicable copyright and other intellectual property laws. The Software is licensed, not sold. 1. SOFTWARE LICENSE. Subject to the terms of this Agreement, PDS hereby grants to Licensee a limited, nonexclusive and nontransferable license to use the Software and any associated Documentation solely as set forth below and in accordance with such Documentation. The functional PDS software available through this web site is licensed pursuant to this Agreement. “Documentation” means the user, administrator and technical manuals, electronic or otherwise, pertaining to the Software and any other information relating to the Software provided to Licensee by PDS in any manner, including, without limitation, through applicable PDS websites, via e-mail, or otherwise. Method of access and use: Via the Internet through www.SoftwareForNurses.com, www.TeachandTrack.com, or other PDS website(s), as applicable (the “Websites”), as directed by PDS. 2. TERM AND TERMINATION. Upon the termination or expiration of any license hereunder, Licensee shall (a) cease using the Software to which such license applies, and (b) delete and destroy the Software or portions thereof installed on Licensee's computer systems. 3. PROPRIETARY RIGHTS; RESTRICTIONS. Licensee acknowledges that PDS owns the Software and all content therein, that the Software is not generally published, and that the Software embodies PDS’s trade secrets. All right, title and interest in and to the Software and all content therein, including without limitation, all copyrights, trade secrets and other intellectual property rights pertaining thereto will remain vested in PDS. Except as expressly authorized by this Agreement, Licensee may not use, display, modify, distribute or reproduce the Software. In addition, Licensee shall not transfer, rent, lease, reverse engineer, sublicense, decompile or disassemble the Software. PDS reserves all rights not expressly granted to Licensee hereunder. The parties agree that monetary damages will not be an adequate remedy for breach of Licensee's obligations set forth herein. In addition to all other remedies, PDS will have the right to apply to a court of competent jurisdiction for equitable relief. PDS may conduct periodic audits in order to verify Licensee's compliance with the terms and conditions of this Agreement. 4. LIMITED WARRANTIES AND DISCLAIMERS. PDS represents and warrants for thirty (30) days from the Effective Date, that the Software will operate substantially in accordance with the applicable Documentation, provided that Licensee operates the Software in compliance with such Documentation. In the event the Software fails to satisfy the warranty immediately above, PDS will, at its option, correct or replace the nonconforming portion of the Software in a timely manner and will otherwise provide the Support Services for such Software as set forth herein. The limited warranty set forth herein will not apply to nonconformities determined by PDS to have been caused by (a) deletions or modifications to the Software performed by a party other than PDS,(b) negligence in the operation or use of the Software, or (c) use, adjustments, installation, or malfunction of any products or goods other than those authorized by PDS. The limited warranties set forth in this Agreement are made for Licensee's benefit only. The remedies set forth above are the sole and exclusive remedies for breach of these limited warranties. PDS MAKES NO WARRANTY OR REPRESENTATION THAT LICENSEE'S USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, AND SPECIFICALLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE, OR ANY OTHER GOODS OR SERVICES PROVIDED BY PDS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. 5. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES WILL PDS HAVE ANY LIABILITY TO LICENSEE OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES OR COSTS (INCLUDING ATTORNEYS' FEES) RESULTING FROM ANY CLAIM (WHETHER IN CONTRACT, TORT OR OTHERWISE) REGARDING THIS AGREEMENT OR RESULTING FROM THE USE OR INABILITY TO USE, OR PERFORMANCE OR NONPERFORMANCE OF, THE SOFTWARE OR ANY SERVICES PROVIDED BY PDS, EVEN IF PDS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL PDS BE LIABLE TO LICENSEE UNDER THIS AGREEMENT OR OTHERWISE, REGARDLESS OF THE FORM OF CLAIM OR ACTION, IN AN AMOUNT THAT EXCEEDS THE LICENSE FEES PAID UNDER THIS AGREEMENT FOR THE THEN-CURRENT LICENSE PERIOD FOR THE SOFTWARE. 6. MISCELLANEOUS. Jurisdiction, Choice of Law. This Agreement is made in and shall be governed by the laws of the state of North Carolina, excluding choice of law principles, and all actions with regard to any Software licensed under this Agreement shall have proper jurisdiction and venue in the state or federal courts of North Carolina. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded from this Agreement. Assignment. Licensee shall not assign this Agreement, in whole or in part, without the prior written consent of PDS. This Agreement shall be binding on and inure to the benefit of the parties and their respective successors and permitted assigns. Use of Name. PDS shall have the right to refer to Licensee in press releases and/or other marketing materials as a PDS customer and user of the Software. Survival. Any provision of this Agreement which by its terms or nature is intended to survive shall survive the termination or expiration, as the case may be, of this Agreement. Severability. This Agreement shall be deemed severable. If any part of this Agreement is found invalid or unenforceable under current or future laws, the invalid or unenforceable provision shall be severed and of no force or effect, and the remaining provisions shall remain in full force and effect and shall not be affected by the invalid or unenforceable provisions or by their severance herefrom. Entire Agreement. This Agreement, the Documentation, and any invoices arising under it contain the entire agreement and understanding between the parties and supersede all prior or contemporaneous negotiations, proposals, discussions, correspondence, agreements and understandings relating to the subject matter of this Agreement. Additional or different terms on current or future Licensee or third party purchasing documents are expressly objected to and rejected. The terms and conditions of this Agreement may not be modified or amended except in writing, signed by both parties hereto. Any waiver of any term or condition herein must be in writing. No such waiver shall be considered a continuing waiver or waiver of any other term or condition herein.

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