Behavior Analysts, Inc.

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FORM OF CLICK WRAP ASP AGREEMENT

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WebABLLS ASP AGREEMENT

THIS IS AN ASP AGREEMENT (“AGREEMENT”) BETWEEN [BEHAVIOR ANALYSTS, INC./BEHAVIOR DATA SYSTEMS, INC.] (“LICENSOR”) AND YOU (“LICENSEE”) WHICH GRANTS TO LICENSEE A LICENSE TO USE THE WebABLLS ASP SOFTWARE SERVICES (THE “ASP SOFTWARE”). LICENSOR IS WILLING TO GRANT LICENSEE THE FOLLOWING LICENSE TO USE THE ASP SOFTWARE ACCORDING TO THIS AGREEMENT ONLY ON THE CONDITION THAT LICENSEE ACCEPTS ALL TERMS IN THIS AGREEMENT.

BY CLICKING ON THE "ACCEPT" BUTTON BELOW, LICENSEE ACKNOWLEDGES THAT LICENSEE HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY IT. IF LICENSEE DOES NOT AGREE TO ANY OF THE TERMS BELOW, LICENSOR IS UNWILLING TO LICENSE THE SOFTWARE TO LICENSEE, AND LICENSEE SHOULD CLICK ON THE "DO NOT ACCEPT" BUTTON BELOW TO DISCONTINUE THE INSTALLATION PROCESS. IN SUCH CASE, ANY ASP FEE AMOUNTS ALREADY PAID BY LICENSEE SHALL BE REFUNDED BY LICENSOR.

1. LICENSE. Subject to the terms and conditions of this Agreement (including Licensee's obligation to pay the applicable ASP fees for the Software), Licensor grants to Licensee a license to use the ASP Software for the purpose of preparing an ABLLS-R™ assessment solely by accessing Licensor’s server on which the ASP Software resides (the “ASP Server”) in accordance with the limitations set forth below.

2. RESTRICTIONS. Licensee acknowledges that the ASP Software and its structure, organization and source code constitutes valuable trade secrets of Licensor. Accordingly, Licensee agrees not to: (i) use, copy, modify, or transfer the ASP Software, or any copy thereof, in whole or in part; (ii). reverse engineer, disassemble, decompile, or translate the ASP Software, or otherwise attempt to derive the source code of the ASP Software, or authorize any third party to do any of the foregoing; (iii) sublicense, rent, lease, loan, or otherwise transfer the ASP Software, or any part thereof; or (iv) otherwise access the ASP Server or use the ASP Software except as expressly allowed under this Section 2. Any attempt to transfer any of the rights, duties or obligations hereunder is void.

3. OWNERSHIP. The ASP Software and related documentation, and all worldwide intellectual property rights therein, are the exclusive property of Licensor. All rights in and to the ASP Software and related documentation not expressly granted to Licensee in this Agreement are reserved by Licensor. Nothing in this Agreement will be deemed to grant, by implication, estoppel or otherwise, a license to the ASP Software other than through access to the ASP Server.

4. DELIVERY AND TERM. Licensor shall provide Licensee a password and URL for web access to use the ASP Software on the ASP Server. This Agreement will terminate immediately without notice to Licensee if Licensee materially breaches any term or condition of this Agreement or upon thirty (30) days prior written notice of either party for any reason or no reason. Upon notice of termination by Licensor, Licensee agrees that Licensor may terminate Licensee’s access to the ASP Server.

5. CONTENT. As between Licensee and Licensor, Licensee is the sole owner of any content which is stored in the Licensee’s separate data files upon the ASP Server. Licensor shall not supplement, modify or alter any such content without permission from Licensee. Licensor shall have no right to use the content in any manner except to perform its obligations under this Agreement. Licensee warrants that it shall not distribute, download, or place on the ASP Server or within the ASP Software any content that: (a) infringes on the intellectual property rights of any third party or any rights of publicity or privacy; (b) violates any law, statute, ordinance or regulation; (c) is defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (d) is obscene, child pornographic or indecent; or (e) contains any viruses, trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.

6. WARRANTY DISCLAIMER. ACCESS TO THE ASP SERVER AND THE ASP SOFTWARE IS PROVIDED TO LICENSEE “AS IS” AND LICENSOR AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR, ITS EMPLOYEES, DISTRIBUTORS, DEALERS OR AGENTS SHALL INCREASE THE SCOPE OF THE ABOVE WARRANTIES OR CREATE ANY NEW WARRANTIES.

7. LIMITATION OF REMEDIES. REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL LICENSOR OR ITS SUPPLIERS BE LIABLE TO LICENSEE OR TO ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO ACCESS THE ASP SERVER, OR USE THE ASP SOFTWARE OR ANY DATA STORED THEREIN, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE. IN NO EVENT SHALL THE LIABILITY OF LICENSOR EXCEED THE AMOUNTS ACTUALLY PAID TO LICENSOR BY LICENSEE UNDER THIS AGREEMENT.

8. LEGAL COMPLIANCE. Licensee agrees to strictly comply with all applicable laws and regulations with respect to its access to the ASP Server and use of the ASP Software. Licensee will indemnify and hold Licensor harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including attorney’s fees) arising from or relating to any breach by Licensee of its obligation under this paragraph. Licensee’s obligations under this paragraph will survive the expiration or termination of this Agreement.

9. GENERAL. This Agreement will be governed by the laws of the State of California in the United States of America, without regard to or application of conflicts of law rules or principles. The federal and state courts located in and/or serving Contra Costa County, California shall have jurisdiction over any disputes arising hereunder and the parties hereby irrevocably submit to the personal jurisdiction and venue of such courts. If any provision of this Agreement is held to be unenforceable, that provision will be removed and the remaining provisions will remain in full force. The failure of either party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself. All waivers must be in a writing signed by the authorized representative of the party to be charged. Neither this Agreement nor any rights or obligations of Licensee hereunder may be assigned by Licensee in whole or in part without the prior written approval of Licensor. Any assignment in derogation of the foregoing shall be null and void. This Agreement is the complete and exclusive statement of the agreement between Licensor and Licensee which supersedes any proposal or prior agreement. oral or written, and any other communications between the parties in relation to the subject matter of this Agreement. This Agreement shall not be modified except by a subsequently dated written amendment or exhibit signed by both parties by their duly authorized representatives.

THE ASP SOFTWARE IS PROTECTED BY UNITED STATES COPYRIGHT LAW AND INTERNATIONAL TREATY. UNAUTHORIZED REPRODUCTION OR DISTRIBUTION IS SUBJECT TO CIVIL AND CRIMINAL PENALTIES.

The ASP Software is protected by copyright and licenses restricting its use, copying, distribution and decompilation. ABLLS is the trademark of Behavior Analysts, Inc.

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