SOFTWARE LICENSE AGREEMENT
Odyssey™ Software

By clicking on the “Accept” button, you (either an individual or an entity, referred to herein as “you”, “your” or “licensee”) are agreeing to be bound by, and are becoming a party to, this Software License Agreement (the “Agreement”), which is a legal agreement between you and Atlas Systems, Inc., a corporation organized under the laws of the Commonwealth of Virginia, with a principal place of business at 5301 Providence Rd., Suite 20, Virginia Beach, Virginia 23464, and its suppliers and licensors (“Atlas”). If you do not agree to all of the terms of this Agreement, click the “Do Not Accept” button and do not continue with installation of the accompanying software.

By installing or using the software, you are consenting to be bound by, and are becoming a party to, this Agreement. If you do not agree with all of the terms of this Agreement, you are not licensed to use the software, and you must remove the software from your computer and destroy any tangible copies of the software in your possession or control. The license granted under this Agreement only permits use of the software and documentation by you and your authorized employees. Use by or disclosure of the software and/or documentation to others is expressly forbidden without the prior written consent of Atlas.

NOTICE TO GOVERNMENT LICENSEES – The software and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. § 2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. § 12.212 or 48 C.F.R. § 227.7202, as applicable. Please review the restrictions set forth in these terms and conditions.

Software License

1. License Grant. In consideration of your agreement to the terms and conditions herein and subject to such terms and conditions, Atlas hereby grants to you, the licensee, during the term of this Agreement (as described below), a nonexclusive, nontransferable, limited right and license (“License”), excluding the right to sublicense, to: (i) install and run a reasonable number of copies of the accompanying Odyssey™ software (the “Software”); and (ii) use and make a reasonable number of copies of the operation instructions, user manuals and other materials accompanying the Software(together, the “Documentation”) in connection with the Software. You agree that any copies of the Software and Documentation made by you shall include all copyright and proprietary rights notices embedded in the Software and Documentation and that you reproduce any such notices on the physical media on which the copies are stored. You may permit one or more of your employees authorized by you (“Permitted Users”) to access and use the installed Software for its intended purpose as end users; provided, however, that under no circumstance shall your use of the Software exceed the limitations set forth in clauses (i) and (ii) above. Atlas reserves all rights not expressly granted to you.

2. Ownership of Software. Atlas retains title to and ownership of the Software and all copies of the Software. The License is not a sale of the original Software or any copy. You acknowledge and agree that, as between you and Atlas, Atlas retains the sole right, title and interest in and to the: (i) Software and Documentation, (ii) all patents, copyrights, trade secrets, and other intellectual property rights with respect to the Software and Documentation, and (iii) suggestions made by you for the Software, even if such suggestions are incorporated into subsequent versions of the Software.

3. Copy Restrictions. The Software and Documentation are protected by United States and foreign patent, copyright, trade secret, and other intellectual property laws and international treaties. Unauthorized copying of the Software or Documentation, including Software that has been modified, merged, or included with other software, is expressly forbidden. You may be held legally responsible for any patent, copyright, trade secret, or other intellectual property infringement or misappropriation that is caused or encouraged by your failure to abide by the terms of this Agreement.

4. Use Restrictions. The Software is intended for use solely by libraries and archives to fulfill interlibrary loan requests in accordance with all applicable copyright laws. By using the Software you acknowledge, agree, represent and warrant that (i) you are (or you are acting on behalf of) a library or archive, (ii) your use of the Software is is limited to fulfillment of interlibrary loan requests in connection with the internal business purposes of such library or archive and (iii) your use of the Software is and shall be in compliance with all applicable copyright laws. You agree to hold Atlas harmless from any use of the Software that is not in compliance with this Agreement. You may not, nor may you allow any third party to: (a) modify, adapt, translate, decompile, disassemble, or reverse engineer the Software; (b) remove any product identification or proprietary rights notices; (c) lease, lend or use the Software for timesharing, service bureau or application service provider (“ASP”) purposes; (d) except with Atlas’s prior written permission, publish any performance or benchmark tests or analysis relating to the Software; or (e) otherwise use the Software or Documentation except as expressly provided herein. You may not disclose, distribute or permit access to or use of copies of the Software or Documentation by persons other than the Permitted Users. You may not modify, adapt, translate, or create derivative works based on the Documentation without the prior written consent of Atlas.

5. Termination. You may terminate this Agreement by returning the Software, Documentation and all copies thereof to Atlas. This Agreement shall terminate automatically without notice from Atlas if you fail to comply with any provision of this Agreement. Atlas may also terminate this Agreement at any time with or without cause upon thirty (30) days notice to you. Upon any such termination, all of your rights to use the Software and Documentation shall immediately cease and you shall promptly destroy all copies of the Software and Documentation, including modified copies, if any. Sections 2, 3, 4, 5, 7, 9, 10 and the General Provisions shall survive termination of this Agreement for any reason and remain in full force and effect. Termination is not an exclusive remedy and all other remedies will be available whether or not this Agreement is terminated.

6. No Maintenance. You acknowledge and understand that the Software is provided as is, and Atlas has no obligation to install, maintain or support the Software hereunder. User and technical information regarding the Software is available at www.atlas-sys.com.

7. Audit. You agree that Atlas may audit your use of the Software and Documentation for compliance with this Agreement at any time, upon reasonable notice. In the event that such audit reveals any use of the Software or Documentation by you other than in full compliance with the terms of this Agreement, you shall reimburse Atlas for all reasonable costs and expenses related to such audit in addition to any other liabilities you may incur as a result of such non-compliance.

8. Transfer Restrictions. You may not transfer, assign or delegate your rights or duties under this Agreement without the prior written consent of Atlas; provided however, that you may assign your rights in whole (but not in part) to any entity that acquires substantially all of your stock or assets, or to the surviving corporation of any merger, consolidation or reorganization to which you are a party. No such assignment shall be effective unless (i) you notify Atlas of the assignment in writing and (ii) the assignee agrees in writing to abide by the terms of this Agreement. Any assignment in violation of the foregoing shall be void.

Disclaimer and Limitation of Liability

9. DISCLAIMER. YOU ACKNOWLEDGE THAT THE LICENSE HEREIN HAS BEEN GRANTED TO YOU FREE OF CHARGE. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SOFTWARE AND DOCUMENTATION ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ATLAS, ITS DEALERS, DISTRIBUTORS, AGENTS, OR EMPLOYEES SHALL CREATE A WARRANTY. Atlas does not warrant that the Software will meet your requirements, that your use of the Software will be uninterrupted, or that the operation of the Software will be error-free or secure. Further, Atlas does not warrant, guarantee, or make any representations regarding the results of the use of the Software or Documentation in terms or correctness, accuracy, reliability, currency, or otherwise. The entire risk as to the results and performance of the Software is assumed by you.

10. LIMITATION AND EXCLUSION OF LIABILITY. The aggregate liability of Atlas, its resellers, and anyone else who has been involved in the creation, production, marketing, distribution, or delivery of the Software, for damages arising from any cause of action whatsoever relating to the Software, Documentation or this Agreement shall not exceed under any circumstance the amount of $50.. NEITHER ATLAS NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, MARKETING, DISTRIBUTION, OR DELIVERY OF THE SOFTWARE SHALL BE LIABLE FOR LOSS OF OR DAMAGE TO RECORDS OR DATA; COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; OR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF ATLAS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

General Provisions

11. Taxes. You shall pay all applicable export and import fees, customs duties and similar charges, sales, use and other taxes, federal, state or otherwise, however designated, which are levied or imposed by reason of the transactions contemplated hereunder.

12. Export Controls. The Software is subject to U.S. export control laws and regulations and licensee agrees to comply with all such applicable laws and regulations.

13. U.S. Government End Users. The Software and Documentation are “Commercial Items”, as that term is defined at 48 C.F.R. § 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. § 12.212 or 48 C.F.R. § 227.7202, as applicable. Consistent with 48 C.F.R. § 12.212 or 48 C.F.R. § 227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (i) only as Commercial Items and (ii) with only those rights as are granted to all other licensees pursuant to the terms and conditions herein. Contractor/manufacturer is Atlas Systems, Inc., 5301 Providence Rd., Suite 20, Virginia Beach, VA 23464.

14. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties, their successors and permitted assigns.

15. Severability. If any of the provisions of this Agreement are invalid under any applicable statute or rule of law, they are, to that extent, deemed omitted, and the balance of this Agreement will be enforceable in accordance with its terms.

16. Choice of Law. Except as otherwise provided herein, this Agreement will be governed by the laws of the Commonwealth of Virginia, USA, as applied to agreements made and performed entirely in that state. Notwithstanding the foregoing, the parties agree that the Uniform Computer Information Transactions Act as enacted in Virginia, Va. Code §§ 59.1-501.1 et seq. (“UCITA”), shall not apply to this Agreement or any performance hereunder and the parties expressly opt-out of the applicability of UCITA to this Agreement. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.

17. Notices. You agree that Atlas may provide any notice to be given to you under this Agreement by posting such notice on the Atlas website at www.atlas-sys.com, by email, by regular first-class mail or by any other means reasonably calculated to provide notice. All notices to be given to Atlas under this Agreement shall be in writing and sent by regular first-class mail to Atlas at the address set forth above.

18. Headings. The Section headings contained in this Agreement are used herein for convenience of reference only and are not intended to limit or affect any terms or conditions hereof.

19. Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior oral and written agreements, negotiations, understandings and communications regarding such subject matter and shall not be modified except in a writing signed by the parties hereto.