Logical Logistics Standard Software END-USER LICENSE AGREEMENT IMPORTANT-READ CAREFULLY: This End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single legal entity) and the manufacturer ("Manufacturer") of the computer software or computer software component ("SOFTWARE") authored, designed and/or developed by Logical Logistics Consulting, LLC (LLC2). Note, however, that any documentation, or web services that are associated with the SOFTWARE, or accessible via the SOFTWARE, and are accompanied by their own license agreements or terms of use are governed by such agreements rather than this EULA. The terms of a printed paper EULA, which may accompany the SOFTWARE, supersede the terms of any electronic EULA. This EULA is valid and grants the end-user rights ONLY if the SOFTWARE is genuine and the software copy is registered with LLC2 by the end-user, or upon acceptance by the end-user in the case of custom designed and/or developed SOFTWARE based on the end-user's specifications. Acceptance may be constituted by (but not limited to) physical acceptance of a copy of the SOFTWARE on physical media owned by the end-user or provided by LLC2, email of the SOFTWARE to the end-user or a publisher contracted by end-user for purposes of mass production, receipt of a document detailing the acceptance of the SOFTWARE from the email of or signed by a representative of the end-user, or retail or wholesale purchase of SOFTWARE by the end-user. By installing, copying, downloading, accessing 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, you must terminate use of the SOFTWARE, and you should promptly contact Manufacturer for instructions on return of the unused product(s). Any such termination shall in no event constitute a release of any financial commitment made by end-user for services performed or products produced (including this SOFTWARE) currently owed to LLC2. SOFTWARE PRODUCT LICENSE The term "COMPUTER" as used herein shall mean the HARDWARE, if the HARDWARE is a single computer system, or shall mean the computer system with which the HARDWARE operates, if the HARDWARE is a computer system component. Such computer or computer component denote only those devices provided by the end-user for resale with the SOFTWARE. 1. GRANT OF LICENSE. Manufacturer grants you the following rights, provided you comply with all of the terms and conditions of this EULA: * Installation and Use. Upon physical receipt of release document from Manufacturer and signed by a duly appointed representative of same, you may install, use, access, display and run only one (1) copy of the SOFTWARE on each COMPUTER sold by you for resale. The SOFTWARE may not be used by more than two (2) processors at any one time on the COMPUTER. You may permit a maximum of ten (10) ("Connection Maximum") computers or other electronic devices (each a "Device") to connect to the COMPUTER to utilize one or more of the following services of the SOFTWARE: File services, Print services, Internet Information services, and remote access (including connection sharing and telephony services). The ten (10) Connection Maximum includes any indirect connections made through "multiplexing" or other software or hardware which pools or aggregates connections. Except as otherwise permitted herein, you may not use the Device to use, access, display or run the SOFTWARE, the SOFTWARE's User Interface or other executable software residing on the COMPUTER. This ten connection maximum does not apply to any other uses of the Product. * Software as a Component of the Computer - Transfer. THIS LICENSE MAY NOT BE SHARED, TRANSFERRED TO OR USED CONCURRENTLY ON DIFFERENT COMPUTERS. The SOFTWARE is licensed with each COMPUTER as a single integrated product and may only be used with the COMPUTER. If the SOFTWARE is not sold accompanied by HARDWARE, you may not use the SOFTWARE. You may permanently transfer all of your rights under this EULA only as part of a permanent sale or transfer of the COMPUTER, provided you retain no copies, if you transfer the SOFTWARE (including all component parts, the media, any upgrades and this EULA), and the recipient agrees to the terms of this EULA. If the SOFTWARE is an upgrade, any transfer must also include all prior versions of the SOFTWARE. * Mandatory Activation. THIS SOFTWARE MAY CONTAIN TECHNOLOGICAL MEASURES THAT ARE DESIGNED TO PREVENT UNLICENSED OR ILLEGAL USE OF THE SOFTWARE. The license rights granted under this EULA, if such measures are in place, are limited to the first thirty (30) days after you first run the SOFTWARE unless you supply information required to activate your licensed copy in the manner described in the packaging or by using the default licensing form on the LLC2 website. You may be able to activate the SOFTWARE through the use of the Internet or telephone; toll charges may apply. If you are not using a licensed copy of the SOFTWARE, you are not allowed to install the SOFTWARE or future SOFTWARE updates. LLC2 and its subsidiaries will not collect any personally identifiable information from your computer during this process. * Digital Rights Management. Content providers may use any digital rights management technology contained in this Software ("DRM") to protect the integrity of their content ("Secure Content") so that their intellectual property, including copyright, in such content is not misappropriated. Portions of this Software and third party applications such as media players use DRM to play Secure Content ("DRM Software"). If the DRM Software's security has been compromised, owners of Secure Content ("Secure Content Owners") may request that LLC2 or their subsidiaries revoke the DRM Software's right to copy, display and/or play Secure Content. Revocation does not alter the DRM Software's ability to play unprotected content. A list of revoked DRM Software is sent to your computer whenever you download a license for Secure Content from the Internet. You therefore agree that LLC2 or their subsidiaries may, in conjunction with such license, also download revocation lists onto your computer on behalf of Secure Content Owners. LLC2 or their subsidiaries will not retrieve any personally identifiable information, or any other information, from your computer by downloading such revocation lists. Secure Content Owners may also require you to upgrade some of the DRM components in this Software ("DRM Upgrades") before accessing their content. When you attempt to play such content, SOFTWARE will notify you that a DRM Upgrade is required and then ask for your consent before the DRM Upgrade is downloaded. Third party DRM Software may do the same. If you decline the upgrade, you will not be able to access content that requires the DRM Upgrade; however, you will still be able to access unprotected content and Secure Content that does not require the upgrade. * Back-up Copy. YOU MAY MAKE A SINGLE BACK-UP COPY OF THE SOFTWARE. YOU MAY USE ONE (1) BACK-UP COPY SOLELY FOR YOUR ARCHIVAL PURPOSES AND TO REINSTALL THE SOFTWARE ON THE COMPUTER. EXCEPT AS EXPRESSLY PROVIDED IN THIS EULA OR BY LOCAL LAW, YOU MAY NOT OTHERWISE MAKE COPIES OF THE SOFTWARE, INCLUDING THE PRINTED MATERIALS ACCOMPANYING THE SOFTWARE. YOU MAY NOT LOAN, RENT, LEASE, LEND OR OTHERWISE TRANSFER THE CD OR BACK-UP COPY TO ANOTHER USER. 2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS. * Consent to Use of Data. You agree that LLC2 and their affiliates may collect and use technical information gathered in any manner as part of the product support services provided to you, if any, related to the SOFTWARE. LLC2 and their affiliates may use this information solely to improve their products or to provide customized services or technologies to you. LLC2 and their affiliates may disclose this information to others, but not in a form that personally identifies you. * Internet Update Features. If you choose to utilize the Internet update features within the SOFTWARE, it is necessary to use certain COMPUTER system, hardware, and software information to implement the features. By using these features, you explicitly authorize LLC2 and/or their designated agent to use this information solely to improve our products or to provide customized services or technologies to you. LLC2 may disclose this information to others, but not in a form that personally identifies you. * Internet-Based Services Components. The SOFTWARE contains components that enable and facilitate the use of certain Internet-based services. You acknowledge and agree that LLC2 or their subsidiaries may automatically check the version of the SOFTWARE and/or its components that you are utilizing and may provide upgrades or supplements to the SOFTWARE that may be automatically downloaded to your COMPUTER. * Operating System Selection. SOFTWARE is licenses to only be used on Microsoft(tm) Operating Systems. Use of the SOFTWARE on any other operating system is not warranted nor implied. Data generated by SOFTWARE may be readable by other operating systems, but is not warranted as such. In no case is the SOFTWARE itself considered to operate normally on other operating systems, or any operating system that does not meet the specific software prerequsites stated by the SOFTWARE. * ADDITIONAL SOFTWARE/SERVICES. The terms of this EULA apply to LLC2 updates, supplements, add-on components, or Internet-based services components of the SOFTWARE ("Supplemental Components") that LLC2 or their subsidiaries may provide to you or make available to you after the date you obtain your initial copy of the SOFTWARE, unless other terms are provided along with such Supplemental Components. If other terms are not provided along with such Supplemental Components and the Supplemental Components are provided to you by LLC2 or their subsidiaries then you will be licensed by such entity under the same terms and conditions of this EULA, except that (i) LLC2 or their subsidiaries providing the Supplemental Components will be the licensor with respect to such Supplemental Components for the purposes of the EULA, and (ii) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SUPPLEMENTAL COMPONENTS AND ANY (IF ANY) SUPPORT SERVICES RELATED TO THE SUPPLEMENTAL COMPONENTS ARE PROVIDED AS IS AND WITH ALL FAULTS. ALL OTHER DISCLAIMERS, LIMITATION OF DAMAGES, AND SPECIAL PROVISIONS PROVIDED BELOW AND/OR OTHERWISE WITH THE SOFTWARE SHALL APPLY TO SUCH SUPPLEMENTAL COMPONENTS. LLC2 and their subsidiaries reserves the right to discontinue any LLC2 Internet-based services provided to you or made available to you through the use of the SOFTWARE. * Limitations on Reverse Engineering, Decompilation and Disassembly. 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. * Separation of Components. The SOFTWARE is licensed as a single product. Its component parts may not be separated for use on more than one COMPUTER. * Single EULA. The package for the SOFTWARE may contain multiple versions of this EULA, such as multiple translations and/or multiple media versions (e.g., in the user documentation and in the software). In this case, you are only licensed to use the SOFTWARE for which a release is provided. * Termination. Without prejudice to any other rights, LLC2 may cancel this EULA if you do not abide by the terms and conditions contained herein. In such event, you must destroy all copies of the SOFTWARE and all of its component parts. Any such termination shall in no event constitute a release of any financial commitment made by end-user for services performed or products produced (including this SOFTWARE) accepted by the end-user currently owed to LLC2. * Trademarks. This EULA does not grant you any rights in connection with any trademarks or service marks of LLC2. 3. UPGRADES. If the SOFTWARE is labeled as an upgrade, you must be properly licensed to use a product identified by LLC2 as being eligible for the upgrade in order to use the SOFTWARE ("Eligible Product"). For the purpose of upgrade(s) only, "HARDWARE" shall mean the computer system or computer system component with which you received the Eligible Product. SOFTWARE labeled as an upgrade replaces and/or supplements (and may disable, if upgrading a LLC2 software product) the Eligible Product which came with the HARDWARE. After upgrading, you may no longer use the SOFTWARE that formed the basis for your upgrade eligibility (unless otherwise provided). You may use the resulting upgraded product only in accordance with the terms of this EULA and only with the HARDWARE. If the SOFTWARE is an upgrade of a component of a package of software programs that you licensed as a single product, the SOFTWARE may be used and transferred only as part of that single product package and may not be separated for use on more than one COMPUTER. 4. INTELLECTUAL PROPERTY RIGHTS. All title and intellectual property rights in and to the SOFTWARE (including but not limited to any images, photographs, animations, video, audio, music, text and "applets," incorporated into the SOFTWARE), the accompanying printed materials, and any copies of the SOFTWARE, are owned by LLC2 or its suppliers (including LLC2). The SOFTWARE is licensed, not sold. All title and intellectual property rights in and to the content that is not contained in the SOFTWARE, but which may be accessed through use of the SOFTWARE is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. Use of any on-line services which may be accessed through the SOFTWARE may be governed by the respective terms of use relating to such services. If this SOFTWARE contains documentation that is provided only in electronic form, you may print one copy of such electronic documentation. You may not copy the printed materials accompanying the SOFTWARE, but are granted the exlusive right to write, produce and publish your own documentation to accompany this SOFTWARE, only insofar as such documentation is required for proper operation of your HARDWARE, COMPUTER, or by law. 5. PRODUCT SUPPORT. SOFTWARE support for the SOFTWARE is not provided by LLC2, or their affiliates or subsidiaries unless under a separate contractual agreement with the end-user. 6. LINKS TO THIRD PARTY SITES. You may link to third party sites through the use of the SOFTWARE. The third party sites are not under the control of LLC2, and LLC2 is not responsible for the contents of any third party sites, any links contained in third party sites, or any changes or updates to third party sites. LLC2 is not responsible for webcasting or any other form of transmission received from any third party sites. LLC2 are providing these links to third party sites to you only as a convenience, and the inclusion of any link does not imply an endorsement by LLC2 of the third party site. 7. EXPORT RESTRICTIONS. You acknowledge that the SOFTWARE may be subject to U.S. export jurisdiction. You agree to comply with all applicable international and national laws that apply to the products, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments. For additional information, please check with your legal advisor. 8. U.S. GOVERNMENT LICENSE RIGHTS. All SOFTWARE PRODUCT provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial rights and restrictions described elsewhere herein. 9. ADDITIONAL PROVISIONS. FOR THE LIMITED WARRANTIES, LIMITATION OF LIABILITY, AND OTHER SPECIAL PROVISIONS, PLEASE REFER TO THE ADDITIONAL PROVISIONS PROVIDED BELOW AND/OR OTHERWISE WITH THE SOFTWARE. SUCH LIMITED WARRANTIES, LIMITATION OF LIABILITY AND SPECIAL PROVISIONS ARE AN INTEGRAL PART OF THIS EULA. APPENDIX WARRANTY AND SPECIAL PROVISIONS FOR THE UNITED STATES OF AMERICA LIMITED WARRANTY LIMITED WARRANTY. Manufacturer warrants that (a) the SOFTWARE will perform substantially in accordance with any accompanying written materials for a period of ninety (90) days from the date of receipt, and (b) any LLC2 hardware accompanying the SOFTWARE will be free from defects in materials and workmanship under normal use and service for a period of one (1) year from the date of receipt. Any implied warranties on the SOFTWARE and LLC2 hardware are limited to ninety (90) days and one (1) year, respectively. Some states/jurisdictions do not allow limitations on duration of an implied warranty, so the above limitation may not apply to you. CUSTOMER REMEDIES. Manufacturer's and its suppliers' entire liability and your exclusive remedy shall be, at Manufacturer's option, either (a) repair or (b) replacement of the SOFTWARE or hardware that does not meet this Limited Warranty and which is returned to Manufacturer with a copy of your signed physical release. This Limited Warranty is void if failure of the SOFTWARE or hardware has resulted from accident, abuse, or misapplication. Any replacement SOFTWARE or hardware will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. NO OTHER WARRANTIES. To the maximum extent permitted by applicable law, Manufacturer and its suppliers disclaim all other warranties, either express or implied, including, but not limited to implied warranties of merchantability and fitness for a particular purpose, with regard to the SOFTWARE, the accompanying written materials, and any accompanying hardware. This limited warranty gives you specific legal rights. You may have others which vary from state /jurisdiction to state/jurisdiction. NO LIABILITY FOR CONSEQUENTIAL DAMAGES. To the maximum extent permitted by applicable law, in no event shall Manufacturer or its suppliers be liable for any damages whatsoever (including without limitation, special, incidental, consequential, or indirect damages for personal injury, loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use this product, even if Manufacturer has been advised of the possibility of such damages. In any case, Manufacturer's and its suppliers' entire liability under any provision of this agreement shall be limited to the amount actually paid by you for the SOFTWARE and/or LLC2 hardware. 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 you. SPECIAL PROVISIONS U.S. GOVERNMENT LICENSE RIGHTS. All SOFTWARE provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial license rights and restrictions described in this EULA. Manufacturer is responsible for ensuring the SOFTWARE is marked with the "Restricted Rights Notice" or "Restricted Rights Legend," as required. All rights not expressly granted are reserved. If you acquired the SOFTWARE in the United States of America, this Software License Agreement and Warranty are governed by the laws of the State of Indiana, U.S.A. If you acquired the SOFTWARE outside the United States of America, such sale is unlawful, and constitutes copyright infringement; such a sale cannot and will not be upheld and any such person(s) or entity(ies) involved will be prosecuted to the utmost extent of the law. USE OF TRADEMARKS OF OTHER COMPANIES. Any use of trademarks owned by other companies is merely to denote the explicit products owned by such companies as they apply to the SOFTWARE. No claim is made, no implied, on such trademarks.