Business Policy Solutions

BUSINESS POLICY SOLUTIONS, LLC

SOFTWARE LICENSE AGREEMENT (SINGLE END-USER)

IMPORTANT! CAREFULLY READ THIS SINGLE END-USER SOFTWARE LICENSE AGREEMENT ("SEUSLA") AND BE SURE YOU UNDERSTAND ALL OF THE RIGHTS, OBLIGATIONS AND RESTRICTIONS IT CONTAINS. YOU MAY NOT INSTALL OR USE BPS Logic Builder™ UNLESS YOU ACCEPT AND AGREE TO THIS SEUSLA. BY INSTALLING BPS Logic Builder™ ON A COMPUTER YOU ACCEPT AND AGREE TO THIS SEUSLA.

1. Acceptance of SEUSLA

This SEUSLA is a binding legal agreement between You (the person or entity who enters into this SEUSLA as end-user) and Business Policy Solutions, LLC ("Licensor"). This SEUSLA grants You certain rights with respect to Licensor’s software product BPS Logic Builder™ (the “Software”) and all related documentation and other materials, whether in print or electronic form (collectively, the “Documentation”). By installing the Software, You agree to be bound by this SEUSLA. If You do not agree to this SEUSLA You may not install the Software or use it or the Documentation in any way.

2. Grant of License

Upon Your acceptance of this SEUSLA and payment of the appropriate license fee, Licensor grants You a non-exclusive limited license to install, use, access, display and run one copy of the Software on a single computer, workstation terminal or hand-held computer device ("Computer"). You may make one copy of the Software and Documentation for archival purposes only. Neither the Software nor the Documentation may be used by, shared or made available to (whether via a Computer network or otherwise) more than one user concurrently. Any installation of the Software permitting concurrent use by another user requires an additional license for each such concurrent user. Your license rights under this SEUSLA are non-exclusive. All rights not expressly granted herein are reserved by Licensor. You may not sell, transfer or convey the Software or Documentation, whether in whole or in part, to any other person or entity without Licensor's prior express written consent. The Software is protected by copyright laws and copyright treaties, as well as other intellectual property laws and treaties, of the United States and other jurisdictions. The Software is licensed, not sold.

3. License Fee and Activation

When You purchase a single end-user license of the Software You are provided with an activation code allowing You to run and use the Software in accordance with this SEUSLA.

4. Training and Support Sold Separately.

This SEUSLA does not entitle You to training, support or maintenance services of any kind, including without limitation access to patches, bug fixes, updates, enhancements, modifications, upgrades, new versions or new releases of the Software, or Licensor’s online user forum and knowledge base. Licensor may, at its sole option and discretion, make such services available from time to time for such fees and upon such other terms and conditions as Licensor may stipulate. In the event Licensor provides to Licensee any patches, bug fixes, updates, enhancements, modifications, upgrades, new versions or new releases of the Software without the parties entering into a separate agreement, the same shall be deemed to be part of the Software and as such governed by this SEUSLA.

5. Trial Software

If you have a Trial Version of the Software you may try the Software without charge for a limited period of time (the “Trial Period”) specified in the Software’s embedded documentation. Certain Software features or functionality may be unavailable in whole or in part when using a Trial Version of the Software. Your license under this SEUSLA is limited to the applicable Trial Period. If you do not purchase a single end-user license by the expiration of the Trial Period Your license under this SEUSLA shall automatically terminate and the Software will cease to function.

6. Termination

You may terminate Your license granted by this SEUSLA at any time by destroying all copies of the Software and Documentation in Your possession. Your license to the Software automatically terminates if You fail to comply with the terms of this SEUSLA or, in the case of the Trial Version of the Software, Your Trial Period expires. Upon termination of Your license hereunder, You are required to remove the Software from Your computer and destroy any physical or electronic copies of the Software and Documentation in Your possession.

7. Proprietary Rights

Except for the explicit license granted You by this SEUSLA, Licensor and its suppliers retain all rights, titles and interests (including without limitation copyrights, patent rights, trade secret rights or other intellectual or proprietary rights) in and to the Software and Documentation (including but not limited to any images, photographs, animations, video, audio, music and text incorporated into the Software or Documentation). This SEUSLA grants You no rights to use any such content except in connection with use of the Software and Documentation pursuant to the explicit license granted You by this SEUSLA. You are free to modify the source code from our sample applications provided to you by Licensor as you wish to create your own rules driven business solutions using BPS Logic Builder™. Otherwise, You shall not reverse engineer, de-compile, disassemble, alter, duplicate, modify, rent, lease, loan, sublicense, make copies of, create derivative works from, distribute or provide others with the Software or Documentation in whole or part.

8. Export Restrictions

You may not export, ship, transmit or re-export software in violation of any applicable law or regulation including but not limited to the Export Administration Regulations of the United States Department of Commerce.

9. Disclaimer of Warranties

LICENSOR AND ITS SUPPLIERS PROVIDE THE SOFTWARE "AS IS" AND WITH ALL FAULTS AND DEFECTS, AND HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, LACK OF VIRUSES WORMS OR OTHER MALWARE, DATA INTEGRITY, ERROR-FREE OPERATION, OR UNINTERRUPTED SERVICE. LICENSOR FURTHER DISCLAIMS ALL WARRANTIES OR CONDITIONS OF LACK OF NEGLIGENCE OR LACK OF WORKMANLIKE EFFORT. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, OF QUIET ENJOYMENT, OR OF NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE IS WITH YOU.

10. Limitation of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR OR ITS SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE OR OTHER DAMAGES WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE OR DOCUMENTATION OR ANY SERVIES RELATED THERETO AND WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF LICENSOR OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION OF DAMAGES SHALL BE EFFECTIVE EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL LICENSOR’S LIABILITY TO YOU OR ANY OTHER PERSON UNDER THIS AGREEMENT OR IN RESPECT OF THE SOFTWARE OR DOCUMENTATION OR THE USE THEREOF EXCEED THE TOTAL AMOUNT OF THE LICENSE FEE PAID TO LICENSOR BY YOU.

11. Arbitration and Governing Law

Any dispute arising under this SEUSLA will be subject to binding arbitration before a single Arbitrator in accordance with the commercial arbitration rules of the American Arbitration Association (AAA), and its relevant industry rules, if any. The arbitration will be conducted in Charlotte, North Carolina. This SEUSLA shall be governed by and construed and interpreted in accordance with the laws of the State of North Carolina, without regard to its conflicts of laws rules. The Arbitrator shall have the authority to grant injunctive relief and specific performance to enforce a party’s intellectual property rights under this SEUSLA. Judgment on any award rendered by the Arbitrator may be entered in any Court of competent jurisdiction. Notwithstanding the duty to arbitrate disputes pursuant to this paragraph, either party may seek interlocutory relief from the federal district court in (or closest to) Charlotte, North Carolina in order to enforce or otherwise protect its rights related to confidentiality, proprietary rights to intellectual property, and the duty to arbitrate.

12. Severability

If any term of this SEUSLA is found to be unenforceable or contrary to law, it shall be modified to the least extent necessary to make it enforceable, and the remaining provisions of this Agreement shall remain in full force and effect.

13. No Waiver

No waiver of any right under this SEUSLA will be deemed effective unless contained in writing signed by a duly authorized representative of the party against whom the waiver is to be asserted, and no waiver of any right under this SEUSLA in a particular instance shall be deemed to be a waiver of such right (or any other rights under this SEUSLA) in any other instance.

14. Entire Agreement

This SEUSLA constitutes the entire agreement between the parties with respect to its subject matter, and supersedes all prior agreements, proposals, negotiations, representations or communications relating to the subject matter. Each party acknowledges that it has not been induced to enter into this SEUSLA by any representations or promises not specifically set forth in this SEUSLA.