1. The Ghiocel Predictive Technologies (hereafter called GPT), grants to the LICENSEE, a non-exclusive and perpetual license to use the ACS SASSI Version 2.3.0 computer program (hereafter called ACS SASSI) upon the terms and conditions therein after set out.

2. LICENSEE agrees to pay to GPT a one-time license fee of the ACS SASSI program, including a protected executable copy, user manuals and verification manual (including computer files of example problems). The ACS SASSI program will be delivered with USB protection key for running on a single workstation, so that may be used by only one user at a time.

3. GPT DOES NOT WARRANT THAT THE OPERATION OF THE ACS SASSI PROGRAM WILL BE UNINTERRUPTED OR ERROR-FREE. ACS MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. GPT shall not be liable for any costs, damages, fees, or other liability, or for any direct, indirect, special, incidental, or consequential damages (including lost of profits) with respect to any claim by LICENSEE or any third party on account of or arising from this License Agreement or use the ACS SASSI program.

4. LICENSEE agrees that it will use the ACS SASSI Program and/or any portions thereof, solely for internal purposes and shall not distribute or transfer it to any third party without prior written permission from GPT, nor make any copies, except for its internal use at designated site, without prior written consent of GPT.

5. All title, interest, rights, and copyright to the ACS SASSI program and all portions thereof and any material associated therewith, shall at all times remain with GPT.

6. Nothing in this Agreement shall be construed as conferring rights to use in advertising, publicity or otherwise any trademark, trade name, or service mark or the name “Ghiocel Predictive Technologies” or any abbreviation thereof.

7. LICENSEE represents that the individual who executes this license on behalf of LICENSEE is authorized to do so by LICENSEE.

8. This Agreement shall be governed by the laws of the State of New York, USA.

9. GPT expressly reserves the right to amend or modify this License Agreement at any time and without prior notification, to the extent permitted by law.

10. By accepting this agreement the LICENSEE acknowledges the LICENSEE has read this agreement and understands it and that by using the software the LICENSEE will be bound by its terms and conditions.