LICENSE AGREEMENT for FIVE STAR LOGIC SOFTWARE IMPORTANT-READ CAREFULLY: This Officient End-User License Agreement ("EULA") is a legal agreement between you (either a non-commercial entity or a commercial entity) and Five Star Logic, Inc. (“Five Star Logic”) for the materials accompanying this EULA, which may include the product guide, any associated media, printed materials other than the product guide, and any online or electronic documentation ("Software"). By installing, copying, or otherwise using the Software, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, do not install, copy, or use the Software. The Software is protected by copyright laws and international copyright treaties, as well as intellectual property laws and treaties. Five Star Logic owns the title, copyright, and other intellectual property rights in the Software. The Software is licensed, not sold. 1. DEFINITIONS "Non-commercial entity" is defined as any individual, educational institution, charity or humanitarian organization. "Commercial entity" is defined as any corporation, registered or otherwise, that derives or attempts to derive substantial commercial and monetary gain and benefit from its efforts and endeavors. This includes all Government and Military entities. "Licensed version" means a version of Officient that has been licensed and registered for use by a "commercial or non-commercial entity". The Licensed version is not free and you are not allowed to distribute it in any way. "License" means the license you own. "License Agreement" means this document. This license agreement is a legal agreement between you and Five Star Logic 2. TRIAL AND EVALUATION VERSIONS. Trial or evaluation versions of the Software are not licensed to you. Free trial or evaluation versions expire after 30 days and may have reduced functional capabilities compared to fully licensed versions of the Software. 3. GRANT OF LICENSE. You must purchase a license for the Software to receive a license key and register your version of the Software. a. Standard License Grant: Five Star Logic hereby grants you one (1) personal non-exclusive, non-transferable, royalty-free license to use this Software and install such Software on one (1) desktop computer and one (1) laptop for your single concurrent internal use. A license for the Software may not be shared by alternating use of the Software between different users. b. Software activation. The Software must be activated on the licensed machines. The installation may be transferred to a new machine no more than every 30 days with confirmation of deactivation of the Software from the original machine. Five Star Logic may authorize additional transfers for hardware failure or other circumstances beyond your control. c. Remote access. The single primary user of the licensed machine may access and use the Software installed on the licensed machine remotely from any other device. No other person may use the software under the same license. d. Unlicensed Third Parties. Licenses are non-transferable. All parties must be licensed individually by Five Star Logic. e. Documentation: With respect to electronic and other documentation, you may make any number of copies (either in hard copy or electronic form) provided that such copies shall be used only for internal purposes and are not republished or distributed beyond your premises. f. Network Installs: If the Software is installed on a terminal/network server or other storage device, you must purchase a license for each user who uses the Software. g. Software Copies: You may make one copy of the Software for backup or archival purposes. Otherwise, you may not copy the Software in whole or in part. 4. COPYRIGHT. The Software is protected by copyright laws and international treaty provisions. You acknowledge that no title to the intellectual property in the Software is transferred to you. You further acknowledge that title and full ownership rights to the Software will remain the exclusive property of Five Star Logic and you will not acquire any rights to the Software except as expressly set forth in this license. You agree that any copies of the Software will contain the same proprietary notices which appear on and in the Software. 5. RESTRICTIONS. You may not reverse engineer, decompile, or disassemble the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. You may not rent, lease, or lend the Software. You may not permanently transfer all of your rights under this EULA. You may not use the Software to perform any unauthorized transfer of information (e.g. transfer of files in violation of a copyright) or for any illegal purpose. 6. AUTOMATIC COMMUNICATION FEATURES. The Software consists of interactive applications that may perform a variety of communications over the Internet as part of its normal operation. These communications features may be automatic and may be enabled by default. By installing and/or using the Software, you consent to the Software communication features. You are responsible for any telecommunications or other connectivity charges incurred through the use of the Software. 7. SUPPORT SERVICES. Five Star Logic may provide you with support services related to the Software. Use of Support Services is governed by Five Star Logic polices and programs described in the product manual, in online documentation, and/or other materials provided by Five Star Logic, as they may be modified from time to time. Any supplemental Software code provided to you as part of the Support Services shall be considered part of the Software and subject to the terms and conditions of this EULA. You agree to Five Star Logic may collect and use technical information, excluding any Confidential Information, gathered as part of the Software support services provided to you, if any, related to the Software. Five Star Logic may use this information solely to improve the Software, to provide customized services or technologies to you and to verify compliance with the terms of this License. Five Star Logic may disclose this information, excluding any information explicitly declared as Confidential Information, to others but not in a form that personally identifies you. 8. RIGHT TO MODIFY. In order to improve the Software quality and enhance the Software performance, Five Star Logic exclusively reserves the right to modify the Software at any time and without notice to you. 9. TERMINATION. Without prejudice to any other rights, Five Star Logic 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 and backups of the Software. 10. TERM. The term of this EULA shall continue perpetually from the date of purchase unless terminated according to the provisions of section 9. 11. DERIVED WORKS. You agree that you will not use the Software to develop derived works that offer similar functionality as the Software or expose the features of the Software for use by an unlicensed third party. 12. UPGRADES AND UPDATES. If this copy of the Software is an upgrade or update from an earlier version of the Software, it is provided to you on a license basis. You agree by your installation and use of the such copy of the Software to voluntarily terminate your earlier EULA and that you will not continue to use the version of the Software or transfer it to another person or entity. 13. LIMITED WARRANY AND DISCLAIMER a. Except with respect to a trial, evaluation, or Beta version of the Software, Five Star Logic warrants that, for a period of ninety (90) days from the date of purchase (as evidence by a copy of your receipt): (i) when used with the recommended hardware and software configuration, the Software will perform in substantial conformance with the documentation supplied with the Software; and (ii) the physical media on which the Software is furnished, if any, will be free from defects in materials and workmanship under normal use. b. Five Star Logic provides no remedies or warranties whether express or implied, for the trial, evaluation, or beta versions of the Software. The trial, evaluation, or beta versions of the Software are provided “as-is” c. Five star Logic does not warrant that the software is error free or will operate without interruption. d. No oral or written information or advice given by Five Star Logic, its agents, or employees shall create a warranty or in any way increase the scope of any warranty provided herein. e. Some U.S. states do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights that vary from state to state. 14. LIMITATION OF LIABILITY. a. In no event shall Five Star Logic or its suppliers be liable to you for any consequential , special, incidental, or indirect damages of any kind arising out the delivery, performance, use, or inability to use the Software even if Five Star Logic has been advised of the possibility of such damages. In any event, Five Star Logic’s liability for any claim, whether in contract, tort, or any other theory of liability will be limited to the greater of $100 or the amount paid by you to Five Star Logic for the product that caused such damage. b. Some U.S. states do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you and you may also have other legal rights that vary from state to state. c. The foregoing limitations on liability are intended to apply to the warranties and disclaimers above and all other aspects of this EULA. 15. EXCLUSIVE REMEDY. Your exclusive remedy under the preceding is to return the Software to the place you acquired it, with a copy of your receipt and a description of the problem. Provided that any non-compliance with the above warranty is reported in writing to Five Star Logic no more than ninety (90) days following delivery to you, Five Star Logic will use reasonable commercial efforts to supply you with a replacement copy of the Software that substantially conforms to the documentation, provide a replacement for defective media, or refund to you your purchase price for the Software, at its option. Five Star Logic shall have no responsibility if the Software has been altered in any way, if the media has been damaged by misuse, accident, abuse, modification or misapplication, or if the failure arises out of use of the Software with other than the recommended hardware or software configuration. Any such misuse, accident, abuse, modification or misapplication of the Software will void the warranty above. This remedy is the sole and exclusive remedy available to you for breach of express or implied warranties with respect to the Software and related documentation 16. INDEMNITY. You agree to hold Five Star Logic harmless against, and at your expense handle and defend, any claim and defend any suit brought against you based upon an allegation that the use of the Software furnished pursuant to this EULA constitutes an infringement of any United States patent or any copyright or other proprietary or intellectual property right. You shall pay all damaged and costs awarded in such a suit. 17. NO WAIVER. No action taken by either party pursuant to this EULA, and no waiver by either party, whether express or implied, of any provision or right in this EULA or any breach thereof, and no failure of either party to exercise or enforce any of its rights under this EULA, will constitute a continuing waiver with respect to such provision or right or as a breach or waiver or any other provision or right, whether or not similar. 18. SEVERABILITY. If any covenant or provision of the EULA is determined to be void or unenforceable in whole or in part, then such void or unenforceable covenant or provision shall be deleted from this EULA and shall not effect or impair the enforceability or validity of any other covenant or provision of this EULA or any part thereof. 19. GOVERNING LAW. If you acquire the Software in the United States, this EULA is governed by the laws of the State of Illinois. If the Software was acquired outside the United States, then local law may apply. 20. CAPTIONS. All indexes, titles, subject headings, section titles, and similar items are provided for the purpose of reference and convenience and are not intended to be inclusive, definitive, or to affect the meaning or scope of this Agreement. 21. GENERAL. You are responsible for compliance with all laws and regulations governing export outside the United States of any product containing the Software, such as obtaining and renewing licenses or permits and financial reporting obligations. 22. ENTIRE AGREEMENT. This EULA is the entire agreement between you and Five Star Logic relating to the Software and the support services (if any) and it supersedes all prior oral or written communications, proposals, and representations with respect to the Software or any other subject matter covered by this EULA. To the extent the terms of any Five Star Logic policies or programs for support services conflict with the terms of this EULA, the terms of this EULA shall control.