NOTICE TO USERS: CAREFULLY READ THE FOLLOWING LEGAL AGREEMENT. USE OF ANY OF THE SOFTWARE PROVIDED WITH THIS AGREEMENT (THE "PRODUCT") CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, PROMPTLY REMOVE ANY INSTALLED SOFTWARE AND RETURN IT AND THE ACCOMPANYING ITEMS (INCLUDING WRITTEN MATERIALS AND PACKAGING) TO LAYERED SOLUTIONS, INC.

1. GRANT OF LICENSE.

(a) Layered Solutions, Inc. ("LSI") grants you ("Recipient") a limited, nonexclusive, nontransferable license to make use of the software accompanying this Agreement ("Product") to be installed within the Recipient's organization. RECIPIENT MAY NOT USE, COPY, MODIFY OR TRANSFER THE PROGRAM, OR ANY COPY, MODIFICATION OR MERGED PORTION IN WHOLE OR IN PART, EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS LICENSE AGREEMENT. IF RECIPIENT TRANSFERS POSSESSION OF ANY COPY, MODIFICATION OR MERGED PORTION OF THE PROGRAM TO ANOTHER PARTY, THIS LICENSE IS AUTOMATICALLY TERMINATED. RECIPIENT MAY ASSIGN ITS RIGHTS, HOWEVER, IN THIS LICENSE AND IN THESE AGREEMENTS TO ANY SUCCESSOR ENTITY WITH THE EXPRESS PRIOR WRITTEN CONSENT OF LSI, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD. Recipient may use this Product only on one (1) server located at Recipient's premises, with the allowance of one (1) redundant server for archiving or storage only; otherwise, reproduction is not permitted. Recipient is permitted to have only one (1) active copy functioning at any particular time; any archival copy is for back-up purposes only and may not be active for use.

(b) All other rights are reserved to LSI. Recipient shall not: (i) rent, lease, sell, sublicense, assign, or otherwise transfer the Product or any accompanying printed materials ("Documentation"); (ii) cause or permit any reverse engineering or decompilation, modification, or translation of the Product; (iii) disclose result of any benchmark tests to any third party without the express prior written consent of LSI.

(c) Use of the Product shall take place solely within Recipient's organization. Recipient may not demonstrate or show the Product to third parties without the express written permission of LSI. Recipient may disclose the Product only to its employees and shall not disclose it to any third party for the purposes of reverse engineering, decompiling or the like, the Product.

2. TRADEMARKS, LOGO, COPYRIGHT & TITLE.

The Product is protected by United States copyright law and international treaty provisions. All title and copyrights of the Product are owned by LSI and/or its licensors. The Product's structure, organization and code are valuable and proprietary property of LSI and/or its licensors. You acknowledge that no title to the intellectual property embodied in the Product is transferred from LSI to Recipient, and that you do not obtain any rights, expressed or implied, in or to the Product, other than the rights expressly granted in this Agreement. Recipient agrees that any copies of the Product will contain the same proprietary notices that appear on and in the original Product as provided by LSI.

3. TERM OF AGREEMENT.

The term of this Agreement will be for the duration of LSI's copyright in the Product. LSI may immediately terminate the Agreement in writing at any time if Recipient breaches any of the terms and conditions of this Agreement. Upon termination, you shall remove and destroy all copies of the Product or parts thereof. The provisions of this Agreement, other than the license grant contained in Section 1 hereof, shall survive termination.

4. NEW RELEASES & MAINTENANCE.

LSI is not responsible for the provision of any direct support, maintenance, or the provision of new releases, enhancement or updates of the Product except as expressly provided for under a separate service agreement with LSI. For information on obtaining support services, contact LSI at (317) 564-3208.

5. DISCLAIMER OF WARRANTY.

The Product is provided "AS IS" WITHOUT WARRANTY OF ANY KIND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. LSI DOES NOT WARRANT THAT THE PRODUCTS WILL WORK IN COMBINATION WITH OTHER SOFTWARE USED BY YOU, THAT THE PRODUCT WILL MEET YOUR REQUIREMENTS, THAT OPERATION OF THE PRODUCTS WILL BE ERROR-FREE, OR THAT ALL PRODUCT ERRORS WILL BE CORRECTED.

LSI FURTHER DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE PRODUCT AND DOCUMENTATION REMAINS WITH RECIPIENT.

6. LIMITATION OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LSI, OR ITS SUPPLIERS OR RESELLERS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCT OR DOCUMENTATION, EVEN IF LSI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL LSI OR ITS LICENSORS'S OR RESELLERS' LIABILITY FOR ANY CLAIM, WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY, EXCEED THE LICENSE FEE PAID BY RECIPIENT. Because some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to Recipient.

7. GOVERNING LAW.

This Agreement will be governed by the internal laws and procedures of the State of Indiana. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed. Should any litigation or other action arise out of or in relation to this Agreement, such action shal be brought exclusively in the appropriate federal court or state court in Indianapolis, Marion County, Indiana. Recipient irrvocably consents and agress to the jurisdiction of said courts and venue.

8. EXPORT.

Recipient agrees that it will comply with all applicable export laws, restrictions, and all regulations, including United States export laws and applicable import laws of Recipient’s jurisdiction (if Recipient is not located in the United States). Without limiting the generality of the foregoing, the Product may not be exported or re-exported (a) into any U.S. embargoed countries; or (b) to anyone restricted or denied by the U.S. Department of Commerce, the U.S. Department of Treasury, and any other U.S. or foreign agency or authority. Recipient represents and warrants that it is not located in any such country or otherwise so restricted or denied. Recipient further agrees not to use the Product for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture, or production of nuclear, missiles, or chemical or biological weapsons.

9. U.S. GOVERNMENT RESTRICTED RIGHTS.

The Product and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restriction as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFAR 252.227-7013, or as set forth in the particular department or agency regulations or rules that provide LSI protection equivalent to or greater than the above-cited clause. Contractor/Manufacturer is LSI, 1528 East Greyhound Pass, Carmel, IN, 46032.

10. ENTIRE AGREEMENT.

This is the entire Agreement between Recipient and LSI and its licensors, which supersede any prior agreement or understanding, whether written or oral, relating to the subject matter of this license. Any questions concerning this license agreement should be directed to LSI at (317) 564-3208, or write: Layered Solutions, Inc., 1528 East Greyhound Pass, Carmel, IN, 46032; or send an e-mail to admin@LayeredSolutionsInc.com.