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LODESTAR TECHNOLOGIES LABS SOFTWARE LICENSE AGREEMENT

YOU SHOULD CAREFULLY READ ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT PRIOR TO USING THE SOFTWARE. USE OF THE SOFTWARE INDICATES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS. LODESTAR TECHNOLOGIES LABS (“Company”) IS WILLING TO LICENSE THE SOFTWARE TO YOU ONLY IF YOU ACCEPT THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT. IF YOU AGREE TO THE TERMS AND CONDITIONS, CLICK ON THE BUTTON MARKED “I ACCEPT” BELOW. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS, CLICK ON THE BUTTON MARKED “I DECLINE”. IF YOU FAIL TO ACCEPT THE TERMS, YOU WILL BE DENIED ACCESS TO THE SOFTWARE AND MAY NOT USE IT. By reviewing the terms and conditions set forth below and accepting the terms and conditions set forth herein by clicking on the “I Accept” button below, you accept a license to the Software on the terms and conditions set forth in this Agreement.

1.  Grant of License.  In consideration of the license fees paid at the time of ordering the Software and ongoing subscription fees as agreed at the time of ordering the Software, Company hereby grants to you (“Customer”) a non-exclusive, non-transferable license to use the Software solely in accordance with the terms of this Agreement. For the purposes of this Agreement, “Software” means the software programs and documentation accompanying this Agreement and any documentation related to such Software. Customer may make one copy of the Software for archival and backup purposes. Customer must reproduce and include any copyright and trademark notices, legends and logos on each copy of the Software or diskettes made by Customer. The Software is protected by copyright laws and international copyright treaties and other laws regarding trade secrets and other intellectual property rights. Title and full ownership rights to the Software and any and all copies of the Software remain with Company or other third parties who have granted Company the right to sublicense the Software to end users.

2.   Use of Software.  Customer is permitted to use one copy of the Software at any single facility and only to process Customer’s own data and the data of Customer’s wholly owned subsidiaries. Customer may substitute one facility for another at any time provided that Company is notified prior to any such facility substitution. On an emergency basis, Customer may use the Software at another facility. In such event written notice of such emergency shall be given to Company no later than five (5) business days following the commencement of such use. Company shall have no obligation to provide support for the Software unless Customer executes a separate Support and Maintenance Agreement with Company. Customer may not assign, sublicense, or otherwise transfer its rights hereunder, whether by operation of law or otherwise, without the prior written consent of Company.

IN NO EVENT MAY CUSTOMER TRANSFER THE SOFTWARE TO ANY PERSON, ENTITY OR OTHER END USER IN VIOLATION OF APPLICABLE U.S. EXPORT LAW, INCLUDING, BUT NOT LIMITED TO, ANY TRANSFER FOR USE OUTSIDE THE COUNTRY IN WHICH IT WAS ORIGINALLY LICENSED.

3.  Term and Termination.  This Agreement shall be effective for so long as Customer is current in its payment obligations as described under the section for “Subscription Fees”, but in no event for more than thirty (30) years from the date the Customer opens and installs the Software or until terminated by mutual consent.  Company may, in its sole discretion, immediately terminate this Agreement in the event that Customer breaches any of the provisions of this Agreement.  In case of any termination of this Agreement, Customer will immediately return to Company all the Software components that Customer has obtained from Company and any copies in Customer’s possession, and will certify in writing that all such components and all copies of the Software have been returned or destroyed, and all copies erased from the memory of Customer’s computers.  In the case of termination due to breach by Customer, Customer shall receive no refund of any license fee or other charges paid to Company.

4.  Subscription Fees.  Company licenses the Software through use of Subscriptions that are valid for an agreed upon period of time. The Software utilizes a web service feature that requires the online verification of a current subscription at least once in a 30 day period. Failure to validate the Subscription for more than 30 days will disable the Software until such time as the Software is able to perform such validation.

Upon expiration of a Subscription Period, Customer’s continued use of the Software will require renewal of the Subscription for an additional Subscription Period. The initial order for the Software may include agreement for automatic recurring Subscription fees. In the event that a Subscription expires and there is no payment of a renewal fee, the Software license shall be immediately terminated.

5.  Disclaimer of Warranties.

5.1 - Company does not warrant that the functions contained in the Software will meet Customer’s requirements or that the operation of the Software will be error free. The Software is licensed on an AS IS basis.  The entire risk as to the quality and performance of the Software is solely with Customer.

5.2 - NO OTHER WARRANTIES, EXPRESS OR IMPLIED ARE MADE WITH RESPECT TO THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THIS EXCLUSION MAY NOT APPLY TO YOU.

6.  Limitation of Liability and Exclusive Remedy. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY BE LIABLE TO CUSTOMER FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF EITHER CUSTOMER OR A THIRD PARTY AGAINST CUSTOMER (INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA OR INFORMATION, LOST PROFITS, BUSINESS INTERRUPTION OR OTHER PECUNIARY LOSS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR USE OF OR INABILITY TO USE THE SOFTWARE EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT SHALL COMPANY BE LIABLE FOR DAMAGES FOR ANY CAUSE WHATSOEVER (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) IN EXCESS OF THE AMOUNT PAID TO COMPANY BY CUSTOMER FOR USE OF THE SOFTWARE.  SOME 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.  Customer’s exclusive remedy and Company’s entire liability arising from or in connection with this Agreement and the Software licensed hereunder shall be, at Company’s option, the repair or replacement of runtime diskettes or a refund of license fees received by Company from Customer for such Software.

7.  Other Restrictions and Limitations. Customer agrees that (1) it will not copy the Software except as permitted in Section 1; (2) it will not reproduce, deactivate, or bypass any security device supplied with the Software; (3) it will preserve and respect all copyrights in the Software and the notice of copyright included in the Software; (4) the Software contains information which is confidential and proprietary to Company or other third parties, and Customer will not disclose or transfer or otherwise provide to any third party all or any part of the Software without the express written consent of Company; (5) it will not disassemble, reverse compile or reverse engineer the Software or any portion thereof or otherwise attempt to discover the source code or structural framework of the Software; (6) it will not rent or lease the Software; and (7) it will not modify, upgrade, or make derivative works of the Software.

8. Breach. Customer will be deemed to be in breach of this Agreement if Customer violates any covenants or obligations imposed on it under this Agreement.

9.General Terms and Conditions. The terms and conditions of any purchase order or other ordering document issued by Customer in connection with this Agreement which are in addition to or inconsistent with the terms and conditions of this Agreement shall not be binding on Company and shall not be deemed to modify this Agreement. This Agreement constitutes and expresses the entire agreement and understanding between the parties in reference to all matters referred to herein and any and all previous agreements, discussions, promises, representations, and understandings between the parties relative thereto are merged herein and superceded hereby. The remedies provided in Section 3 shall be cumulative and additional to any other remedies in law or equity which Company may have. This Agreement shall be governed by the laws of the State of Georgia and shall inure to the benefit of Company, its successors, and assigns. Sections 4, 5, 6, 8 and 9 shall survive any termination of this Agreement. All rights not specifically granted herein are reserved by Company.

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