IMPORTANT —READ CAREFULLY: This End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity)(referred to as either “the End User” or “you”) and RPS for the MAPAPP software that accompanies this EULA. An amendment or addendum to this EULA may accompany the Software. YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA BY INSTALLING, COPYING, OR USING THE SOFTWARE. IF YOU DO NOT AGREE, DO NOT INSTALL, COPY, OR USE THE SOFTWARE.

1. GRANT OF LICENSE. RPS grants you the following rights provided that you comply with all terms and conditions of this EULA:

1.1 Installation and use. This is a non-exclusive, non-transferable license to use the machine executable RPS Software for the internal purposes of the End User. The End User acknowledges and agrees that the RPS Software is the property of RPS and that this Agreement grants the End User no title or rights of ownership in the RPS Software or any right to use or copy (except for use by the End User), to transfer or disclose, or to disassemble or reverse engineer, all or any portion of the RPS Software.

2. Limitations on Use. The End User shall not use or duplicate the RPS Software (including the Documentation) for any purpose other than as specified in this Agreement, or make the RPS Software available to unauthorized third parties. The End User shall not (i) rent, sell, lease, or lend, electronically distribute, time-share, or market the RPS Software by interactive cable or remote processing services or otherwise distribute the RPS Software other than as specified in this Agreement; (ii) cause or permit the reverse engineering, disassembly, or de-compilation of the RPS Software; or (iii) cause or permit the sample data to be distributed to a third party.

3. RESERVATION OF RIGHTS AND OWNERSHIP. RPS reserves all rights not expressly granted to you in this EULA. The Software is protected by copyright and other intellectual property laws and treaties. RPS owns the title, copyright, and other intellectual property rights in the Software. The Software is licensed, not sold. This EULA does not grant you any rights to trademarks or service marks of RPS.

4. Warranty and Remedy. THE RPS SOFTWARE IS INTENDED FOR USE BY QUALIFIED USERS WHO WILL EXERCISE SOUND JUDGMENT AND EXPERTISE IN CONNECTION WITH THEIR USE OF THE RPS SOFTWARE. THE EFFECTIVE OPERATION OF THE RPS SOFTWARE DEPENDS, AMONG OTHER THINGS, UPON THE ACCURACY OF DATA INTRODUCED BY USERS OR MADE AVAILABLE BY THIRD PARTIES. TO THE EXTENT THAT THE RPS SOFTWARE INCLUDES DATA PROVIDED BY RPS, SUCH DATA MAY BE FROM SOURCES THAT RPS BELIEVES TO BE RELIABLE, BUT RPS CANNOT BE RESPONSIBLE FOR INACCURATE OR INCOMPLETE DATA.

THERE ARE NO OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO THIS AGREEMENT, THE SOFTWARE, OR ANY SERVICES OR GOODS PROVIDED BY RPS TO THE END USER IN CONNECTION WITH THE RPS SOFTWARE, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

5. Liability. Under no circumstances shall RPS be liable for any loss, cost, expense, or damage to the End User.

5.1. RPS shall not be liable for any indirect, incidental, punitive, exemplary, special, or consequential damages of any kind whatsoever, including but not limited to, any such damages sustained as a result of: any breach of warranty of this Agreement; any act or failure to act relating to this Agreement or the RPS Software; or any claim made against the End User by any other party, even if RPS has been advised of the claim or potential claim.

6. Copyrights. RPS owns the copyright in the RPS Software. The End User agrees not to remove or destroy any copyright or proprietary markings or legends placed upon or contained in the RPS Software and to include all such markings on all copies of any Software, Documentation, or promotional material as may be made by the End User.

7. Termination. Without prejudice to any other rights, RPS 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 and all of its component parts. Upon the termination of this Agreement, the license and all rights granted to the End User hereunder shall immediately cease.

8. Trademarks. The End User shall not market the RPS Software. RPS shall not have any liability to you for any claims made by third parties relating to your improper use of any of RPS Group’s trademark(s).

9. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Rhode Island.

10. Entire Agreement. This Agreement supersedes all proposals, oral or written, and all prior negotiations, conversations, and discussions between the parties related to the subject of this Agreement. The End User acknowledges that it has not been induced to enter into this Agreement by any representations or statements, oral or written, not expressly contained or specifically referred to herein. The terms and conditions of this Agreement shall prevail, notwithstanding any variance with the terms and conditions of any purchase order or other instrument submitted by the End User.

11. Changes. This Agreement may not be modified, amended, canceled or waived, in whole or in part, except by written amendment signed by the parties hereto.

THE END USER ACKNOWLEDGES THAT END USER HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE LEGALLY BOUND BY IT.