Jump Station End User License Agreement

MORECOMPETENCY, INC® END USER LICENSE AGREEMENT

IMPORTANT! PLEASE READ CAREFULLY.

BY INSTALLING, COPYING, OR OTHERWISE USING THE SUPPLIED FILES AND CONTENT (DEFINED BELOW), YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU ARE NOT PERMITTED TO INSTALL, COPY, OR USE THE SUPPLIED FILES AND CONTENT.

All the Files & Content that are delivered to you by MoreCompetency, Inc. (via on-line transmission or otherwise) to "patch," update, or otherwise modify the included Files & Content, as well as any printed materials and any on-line or electronic documentation (the "Files & Content"), and any and all copies and derivative works of such files is the copyrighted work of MoreCompetency, Inc. or its licensors (collectively referred to herein as "MoreCompetency"). Any and all uses of the Files & Content are governed by the terms of this End User License Agreement ("License Agreement" or "Agreement"). The Files and Content is distributed solely for use by authorized end users and licensed locations according to the terms of this License Agreement. Any use, reproduction, modification or distribution of the Files and Content not expressly authorized by the terms of the License Agreement is expressly prohibited.

1. Grant of a Location-Based Limited Use End User License. If you agree to this License Agreement, Files and Content may be installed onto any of your hardware up to 10 (ten) legally licensed seats of any supported version of Autodesk software. If your hardware meets the minimum requirements, the installation of the Files & Content will enable you to use the Files & Content by accessing your account with the Service (your "Account"). Subject to your agreement to and continuing compliance with this License Agreement, MoreCompetency hereby grants, and you hereby accept, a limited, non-exclusive location use license to (a) install and customize the Files & Content on one or more computers owned by you or under your legitimate control, and (b) use the Files & Content and customizations built from them in conjunction with the Service for your business purposes only. All use of the Files & Content is subject to this License Agreement and to the Terms of Use agreement, both of which you must accept before you can use your Account to use the Files & Content.

2. Service and Terms of Use. As mentioned above, you must accept the Terms of Use in order to access the Service to use the Files & Content. The Terms of Use agreement governs all aspects of Files & Content use. You may view the Terms of Use by visiting the following website: http://www.cadpilot.com/Company/TermsofUse.aspx. If you do not agree with the Terms of Use, then you may not register for an Account to use the Files & Content. Once you accept the License Agreement and the Terms of Use or copy and/or install the Files & Content, you will no longer be eligible for a refund.

3. Ownership.

A. All title, ownership rights and intellectual property rights in and to the Files & Content and all copies thereof (including without limitation any titles, computer code, data objects, catch phrases, concepts, artwork, structural or landscape designs, animations, sounds, audio-visual effects, methods of operation, and any related documentation) are owned or licensed by MoreCompetency, Inc. The Files & Content is protected by the copyright laws of the United States, international treaties and conventions, and other laws. The Files & Content may contain materials licensed by third parties, and the licensors of those materials may enforce their rights in the event of any violation of this License Agreement.

B. You may not transfer any of your rights and obligations under the License Agreement to another party.

4. Responsibilities of the Organization and Organization End Users.

A. Subject to the location use license granted hereunder, you may not, in whole or in part, copy, photocopy, reproduce, translate, reverse engineer, derive source code from, modify, disassemble, decompile, or create derivative works based on the Files & Content for any purpose other than your use at the location registered with this License Agreement, or remove any proprietary notices or labels on the Files & Content without the expressed written consent of MoreCompetency. Failure to comply with the restrictions and limitations contained in this Section 4 shall result in the immediate, automatic termination of the location use license granted hereunder and may subject you to civil and/or criminal liability. Notwithstanding the foregoing, you may make one (1) or more copies of the Files & Content and the Manuals for archival purposes. Notwithstanding the foregoing, you may customize and change the Files & Content for your use at the location covered by this License Agreement.

B. You agree that you shall not, under any circumstances,

(i) sell, grant a security interest in or transfer reproductions of the Files & Content to other parties in any way not expressly authorized herein, nor shall you rent, lease or license the Files & Content to others;

(ii) exploit the Files & Content or any of its parts for any commercial purpose, including without limitation use at a cyber cafe, computer business center or any other location-based site without the express written consent of MoreCompetency, Inc.;

(iii) host, provide or develop matchmaking services for the Files & Content or intercept, emulate or redirect the communication protocols used by MoreCompetency, Inc. in any way, including without limitation through protocol emulation, tunneling, packet sniffing, modifying or adding components to the Files & Content, use of a utility program or any other techniques now known or hereafter developed, for any purpose, including without limitation unauthorized network use over the Internet, network use utilizing commercial or non-commercial business networks, or as part of content aggregation networks;

(iv) facilitate, create or maintain any unauthorized connection to the Files & Content or the Service, including without limitation any connection to any unauthorized server that emulates, or attempts to emulate, the Service. All connections to the Files & Content and/or the Service, whether created by an installed software client or by other tools and utilities, may only be made through methods and means expressly approved by MoreCompetency, Inc. Under no circumstances may you connect, or create tools that allow you or others to connect, to the Files & Content’s proprietary interface other than those expressly provided by MoreCompetency, Inc. for public use.

5. Termination. This License Agreement is effective for a period of one year from the date of purchase or until terminated.

A. User Termination: You may terminate the License Agreement at any time by (i) permanently destroying all copies of the Files & Content in your possession or control; (ii) destroying all customizations derived from the Files & Content in your possession or control (iii) removing the Files & Content from your hardware; and (iv) notifying MoreCompetency, Inc. of your intention to terminate this License Agreement.

B. This License Agreement may be extended for additional yearly periods by the purchase of an Annual Renewal contract.

C. MoreCompetency, Inc. may terminate this Agreement at any time for any reason or no reason. In such event, you must immediately and permanently destroy all copies and customizations derived from the Files & Content in your possession and control and remove the Files & Content from your hardware. Upon termination of this Agreement for any reason, all location use licenses granted herein shall immediately terminate.

6. Export Controls. The Files & Content may not be re-exported, downloaded or otherwise exported into (or to a national or resident of) any country to which the U.S. has embargoed goods, or to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders. You represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

7. Patches and Updates. MoreCompetency, Inc. may deploy or provide patches, updates and modifications to the Files & Content that must be installed for the user to continue to use the Files & Content. MoreCompetency, Inc. may update the Files & Content remotely, including, without limitation, a software client residing on the user's machine, without the knowledge or consent of the user, and you hereby grant to MoreCompetency, Inc. your consent to deploy and apply such patches, updates and modifications.

8. Duration of the "On-line" Component of the Files & Content. The Files & Cotent is an 'on-line' service that must be used over the Internet through the Service as provided by MoreCompetency, Inc. You understand and agree that the Service is provided by MoreCompetency, Inc. at its discretion and may be terminated or otherwise discontinued by MoreCompetency, Inc. pursuant to the Terms of Use.

9. Limited Warranty. THE FILES & CONTENT (INLUDING WITHOUT LIMITATION THE FILES & CONTENT IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF CONDITION, UNINTERRUPTED USE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. The entire risk arising out of use or performance of the Files & Content remains with the user. Notwithstanding the foregoing, MoreCompetency, Inc. warrants up to and including 90 days from the date of your purchase of the Files & Content that the media containing the Files & Content Client shall be free from defects in material and workmanship. In the event that such media proves to be defective during that time period, and upon presentation to MoreCompetency, Inc. of proof of purchase of the defective media, MoreCompetency, Inc. will at its option (a) correct any defect, (b) provide you with a similar product of similar value. THE FOREGOING IS YOUR SOLE AND EXCLUSIVE REMEDY FOR THE EXPRESS WARRANTY SET FORTH IN THIS SECTION. Some states do not allow the exclusion or limitation of implied warranties, so the above limitations may not apply to you.

10. Limitation of Liability, Indemnity. NEITHER MORECOMPETENCY, INC. NOR ITS PARENT, SUBSIDIARIES OR AFFILIATES SHALL BE LIABLE IN ANY WAY FOR ANY LOSS OR DAMAGE OF ANY KIND ARISING OUT OF THE FILES & CONTENT OR ANY USE OF THE FILES & CONTENT, INCLUDING WITHOUT LIMITATION LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER DAMAGES OR LOSSES. MORECOMPETENCY, INC. SHALL NOT BE RESPONSIBLE FOR ANY INTERRUPTIONS OF SERVICE, INCLUDING WITHOUT LIMITATION ISP DISRUPTIONS, FILES & CONTENT OR HARDWARE FAILURES, OR ANY OTHER EVENT WHICH MAY RESULT IN A LOSS OF DATA OR DISRUPTION OF SERVICE. IN NO EVENT WILL MORECOMPETENCY, INC. BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES. In no event shall MoreCompetency, Inc.'s liability, whether arising in contract, tort, strict liability or otherwise, exceed (in the aggregate) the total fees paid by you to MoreCompetency, Inc. during the twelve (12) months prior to the time such claim arose. You hereby agree to defend, indemnify and hold MoreCompetency, Inc. harmless from and against any claim, liability, loss, injury, damage, cost or expense (including reasonable attorneys' fees) incurred by MoreCompetency, Inc. arising out of or from your use of the Files & Content. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations may not apply to you.

11. Equitable Remedies. You hereby agree that MoreCompetency, Inc. would be irreparably damaged if the terms of this License Agreement were not specifically enforced, and therefore you agree that MoreCompetency, Inc. shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this License Agreement, in addition to such other remedies as MoreCompetency, Inc. may otherwise have available to it under applicable laws. In the event any litigation is brought by either party in connection with this License Agreement, the prevailing party in such litigation shall be entitled to recover from the other party all the costs, attorneys' fees and other expenses incurred by such prevailing party in the litigation.

12. Changes to the Agreement. MoreCompetency, Inc. reserves the right, at its sole discretion, to change, modify, add to, supplement or delete any of the terms and conditions of this License Agreement when MoreCompetency, Inc. upgrades the Files & Content Client, effective upon prior notice as follows: MoreCompetency, Inc. will post notification of any such changes to this License Agreement on the MoreCompetency, Inc. website and will post the revised version of this License Agreement in this location, and may provide such other notice as MoreCompetency, Inc. may elect in its sole discretion. If any future changes to this License Agreement are unacceptable to you or cause you to no longer be in compliance with this License Agreement, you may terminate this License Agreement in accordance with Section 5 herein. Your installation and use of any updates or modifications to the Files & Content or your continued use of the Files & Content following notice of changes to this Agreement will demonstrate your acceptance of any and all such changes. MoreCompetency, Inc. may change, modify, suspend, or discontinue any aspect of the Files & Content at any time. MoreCompetency, Inc. may also impose limits on certain features or restrict your access to parts or all of the Files & Content without notice or liability. You have no interest, monetary or otherwise, in any feature or content contained in the Files & Content.

13. Dispute Resolution and Governing Law

a. Informal Negotiations. To expedite resolution and control the cost of any dispute, controversy or claim related to this License Agreement ("Dispute"), you and MoreCompetency, Inc. agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least 30 days before initiating any arbitration or court proceeding. Such informal negotiations commence upon written notice from one person to the other. MoreCompetency, Inc. will send its notice to your billing address and email you a copy to the email address you have provided to us. You will send your notice to MoreCompetency, Inc., 4630 W Jacquelyn #119, Fresno CA 93711, ATTN: Legal Department.

b. Binding Arbitration. If you and MoreCompetency, Inc. are unable to resolve a Dispute through informal negotiations, either you or MoreCompetency, Inc. may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall be final and binding on the other. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available that the AAA website www.adr.org. The determination of whether a Dispute is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, CVIS will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except as otherwise provided in this License Agreement, you and MoreCompetency, Inc. may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.

c. Restrictions. You and MoreCompetency, Inc. agree that any arbitration shall be limited to the Dispute between MoreCompetency, Inc. and you individually. To the full extent permitted by law, (1) no arbitration shall be joined with any other; (2) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (3) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

d. Exceptions to Informal Negotiations and Arbitration. You and MoreCompetency, Inc. agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (1) any Disputes seeking to enforce or protect, or concerning the validity of, any of your or MoreCompetency, Inc.’s intellectual property rights; (2) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (3) any claim for injunctive relief.

e. Location. If you are a resident of the United States, any arbitration any arbitration shall be initiated in the County of Fresno, State of California, United States of America. For residents outside the United States, any arbitration shall be initiated in the County of Fresno, State of California, United States of America. Any Dispute not subject to arbitration (other than claims proceeding in any small claims court), or where no election to arbitrate has been made, shall be decided by a court of competent jurisdiction within the County of Fresno, State of California, United States of America, and you and MoreCompetency, Inc. agree to submit to the personal jurisdiction of that court.

f. Governing Law. Except as expressly provided otherwise, this License Agreement shall be is governed by, and will be construed under, the Laws of the United States of America and the law of the State of California, without regard to choice of law principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. For our customers who purchased a location use license to the Files & Content in, and are a resident of, Canada, Australia, Singapore, or New Zealand, other laws may apply if choose not to agree to arbitrate as set forth above, and in such an event, shall affect this Agreement only to the extent required by such jurisdiction. In such a case, this Agreement shall be interpreted to give maximum effect to the terms and conditions hereof. If you purchased your location use license to the Files & Content in New Zealand, and are a resident of New Zealand, The New Zealand Consumer Guarantees Act of 1993 ("Act") may apply to the Files & Content and/or the Service as supplied by MoreCompetency, Inc. to you. If the Act applies, then notwithstanding any other provision in this License Agreement, you may have rights or remedies as set out in the Act which may apply in addition to, or, to the extent that they are inconsistent, instead of, the rights or remedies set out in this License Agreement. Those who choose to access the Service from locations outside of the United States, Canada, Australia, Singapore, or New Zealand do so on their own initiative and are responsible for compliance with local laws if and to the extent local laws are applicable.

g. Severability. You and MoreCompetency, Inc. agree that if any portion Section 13 is found illegal or unenforceable (except any portion of 13(d)) that portion shall be severed and the remainder of the Section shall be given full force and effect. If Section 13(d) is found to be illegal or unenforceable then neither you nor MoreCompetency, Inc. will elect to arbitrate any Dispute falling within that portion of Section 13(d) found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the County of Fresno, State of California, United States of America, and you and MoreCompetency, Inc. agree to submit to the personal jurisdiction of that court.

14. Miscellaneous. This License Agreement constitutes and contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior oral or written agreements, provided, however, that this Agreement shall coexist with, and shall not supersede, the Terms of Use. To the extent that the provisions of this Agreement conflict with the provisions of the Terms of Use, the conflicting provisions in the Terms of Use shall govern.

I hereby acknowledge that I have read and understand the foregoing License Agreement and agree that by clicking "Accept" or installing the Files & Content Client I am acknowledging my agreement to be bound by the terms and conditions of this License Agreement.