Test Generator

END-USER LICENSE AGREEMENT FOR FAIN & COMPANY SOFTWARE

IMPORTANT-READ CAREFULLY:
This Fain & Company End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and Fain & Company (Corporation) for the Fain & Company software product identified above, which includes "online" or electronic documentation and may include computer software and associated media and printed materials ("SOFTWARE PRODUCT" or "SOFTWARE"). By installing, copying, or otherwise using the SOFTWARE

PRODUCT, you agree to be bound by the terms of this EULA.
If you do not agree to the terms of this EULA you are not authorized to install or use the SOFTWARE PRODUCT.

SOFTWARE PRODUCT LICENSE The SOFTWARE PRODUCT is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE PRODUCT is licensed, not sold.

1. GRANT OF LICENSE-Single User Version. This EULA grants you the following limited, non-exclusive rights: * Software Product. You may install and use the enclosed SOFTWARE PRODUCT on a single computer to design, create, and administer tests, quizzes or surveys.

Fain & Company Network (TG Lan_msa or TG Lan_sql) version.
If you acquired the Network version of the SOFTWARE PRODUCT, you are granted the following additional rights with respect to the SOFTWARE PRODUCT: (a) you may make and use copies of the SOFTWARE PRODUCT based on the number of CLIENT LICENSES purchased by you. A CLIENT LICENSE is defined as any computer that is connected to the network server containing the NETWORK VERSION OF THE SOFTWARE. A CLIENT may contain the TESTER software module or the an administrative, TEST GENERATOR, client connected to the network server.

Fain & Company Web version.
Definitions
• Administatrative-level users: Test administrators, test authors
• Test-taker users: Any user logged in to the Windows, or web Tester: your employees, trainees, pre-hires or customers.
• Client software: TG admin (Windows) client and (if purchased) secureTG (secure browser plugin)
• Concurrent user: A concurrent user is any user who is logged in and accessing the TG Web database on the server.
• Concurrency: Any combination of administrative-level users or test takers who are logged in and accessing the TG Web database at any given point in time.
• Test-taker Test Access: Users access their tests via a web browser
• Database: The sql database set up during the initial TG Web installation, residing on your (company or web provider) server. Under this license, you can have a development instance and a production instance. A development instance is for use/testing by our IT group prior to deployment and the production instance is a deployment of TG Web for test taking/test administration by your users.

TG Web licensing is based on the number of concurrent licenses you purchased. Administrative-level users can access the TG Web database using either a TG (Windows) admin client or via a web browser. Test takers do not require the installation of any client software on their computers. Your test takers access (TG Web) test sessions through a web browser.

* Fain & Company reserves all rights not expressly granted to you.

2. COPYRIGHT.
All rights, title, and copyrights in and to the SOFTWARE PRODUCT (including, but not limited to, any images, photographs, animations, video, audio, music, text, and "applets" incorporated into the SOFTWARE PRODUCT) and any copies of the SOFTWARE PRODUCT are owned by Fain & Company or its suppliers.

The SOFTWARE PRODUCT is protected by copyright laws and international treaty provisions. Therefore, you must treat the SOFTWARE PRODUCT like any other copyrighted material, except that you may either (a) make one copy of the SOFTWARE PRODUCT solely for backup or archival purposes, or (b) install the SOFTWARE PRODUCT on a single computer, provided you keep the original solely for backup or archival purposes. You may not copy the printed materials accompanying the SOFTWARE PRODUCT.

3. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.
* Limitations on Reverse-Engineering, Decompilation, and Disassembly. You may not reverse-engineer, decompile, or disassemble the SOFTWARE PRODUCT, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
* Rental. You may not rent or lease the SOFTWARE PRODUCT.
* Software Transfer. You may permanently transfer all of your rights under this EULA, provided you retain no copies, you transfer all of the SOFTWARE

PRODUCT (including all component parts, the media and printed materials, any upgrades, this EULA, and, if applicable, the Certificate of Authenticity), and the recipient agrees to the terms of this EULA. If the SOFTWARE PRODUCT is an upgrade, any transfer must include all prior versions of the SOFTWARE PRODUCT.
* Termination. Without prejudice to any other rights, Fain & Company may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the SOFTWARE PRODUCT and all of its component parts.

4. EXPORT RESTRICTIONS. You agree that neither you nor your customers intend to or will, directly or indirectly, export or transmit (a) the SOFTWARE
PRODUCT or related documentation and technical data, or (b) your Application as described in Section 1 of this EULA (or any part thereof), or process, or service that is the direct product of the SOFTWARE PRODUCT to any country to which such export or transmission is restricted by any applicable U.S. regulation or statute, without the prior written consent, if required, of the Bureau of Export Administration of the U.S. Department of Commerce, or such other governmental entity as may have jurisdiction over such export or transmission.

5. U.S. GOVERNMENT RESTRICTED RIGHTS. The SOFTWARE PRODUCT and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the 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 is: Fain & Company Corporation 1365 Monroe Drive, Atlanta, GA 30324


MISCELLANEOUS
If you acquired this product in the United States, this EULA is governed by the laws of the State of Georgia.
If you acquired this product in Canada, this EULA is governed by the laws of the Province of Ontario, Canada. Each of the parties hereto irrevocably attorns to the jurisdiction of the courts of the Province of Ontario and further agrees to commence any litigation that may arise hereunder in the courts located in the Judicial District of York, Province of Ontario.

If this product was acquired outside the United States, local law may apply.
Should you have any questions concerning this EULA, or if you desire to contact Fain & Company for any reason, please contact the Fain & Company subsidiary serving your country, or write: Fain & Company Corporation 1365 Monroe Drive, Atlanta, GA 30324

NO WARRANTIES. To the maximum extent permitted by applicable law, Fain & Company expressly disclaims any warranty for the SOFTWARE PRODUCT. The SOFTWARE PRODUCT and any related documentation are provided "as is" without warranty of any kind, either express or implied, including, without limitation, the implied warranties of merchantability or fitness for a particular purpose. The entire risk arising out of use or performance of the SOFTWARE PRODUCT remains with you.

LIMITATION OF LIABILITY. Fain & Company`s entire liability and your exclusive remedy under
this EULA shall not exceed US $5.00.

NO LIABILITY FOR CONSEQUENTIAL DAMAGES. To the maximum extent permitted by applicable law, in no event shall Fain & Company or its suppliers be liable for any damages whatsoever (including, without limitation, damages for loss of business profit, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of, or inability to use, this Fain & Company product, even if Fain & Company has been advised of the possibility of such damages. Because some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you.