EFFICIENT SOLUTIONS INC. SINGLE USER SOFTWARE LICENSE AGREEMENT IMPORTANT! PLEASE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY. YOU WILL BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT ONCE YOU INSTALL THE SOFTWARE ON YOUR COMPUTER. PROVIDED THAT YOU INSTALL AND RUN THE PROGRAM WITHIN 7 DAYS FROM THE DATE YOU OBTAINED YOUR SERIAL NUMBER, EFFICIENT SOLUTIONS INC. ("ESI"), THE LICENSOR, GRANTS YOU THE RIGHT TO USE THE PROGRAM FREE OF CHARGE FOR A PERIOD OF 30 DAYS. THE PROGRAM MAY BE SUBJECT TO CERTAIN LIMITATIONS DURING THIS 30 DAY PERIOD. AT ANY TIME DURING OR AFTER THIS TRIAL PERIOD YOU MAY REGISTER YOUR SOFTWARE BY MAKING PAYMENT TO ESI. ONCE PAYMENT IS RECEIVED, ESI WILL PROVIDE YOU WITH A PASSWORD THAT WILL PERMIT YOU TO RUN THE PROGRAM WITHOUT THE ABOVE TIME OR OTHER LIMITATIONS. IF PAYMENT IS NOT RECEIVED WITHIN THE 30 DAY TRIAL PERIOD, THE PROGRAM WILL CEASE TO OPERATE UNTIL THE PASSWORD IS PURCHASED. 1. License Grant. Efficient Solutions Inc. ("ESI") hereby grants You a nontransferable, nonexclusive license to use the software (the "Licensed Software") and the accompanying documentation (the Licensed Software, and the documentation are referred to in this License Agreement as the "Licensed Materials"), subject to the terms and conditions of this License Agreement. ESI retains all right, title and interest to the Licensed Materials. YOU MAY NOT USE, COPY, MODIFY, OR TRANSFER THE LICENSED MATERIALS, IN WHOLE OR IN PART, EXCEPT AS PROVIDED IN THIS AGREEMENT. 2. Term; Termination. This License Agreement is effective from the date on which You download the Licensed Software until terminated. You may terminate this License at any time by destroying the Software, related documentation and all copies thereof. This License will terminate immediately, without notice from ESI, if you fail to comply with any provision of this License. Upon termination, you must destroy the Software, related documentation and all copies thereof. 3. Ownership. The Licensed Materials are the sole and exclusive property of ESI. 4. Copy Restrictions. (a) You may make copies of the Licensed Software in machine- readable form for backup purposes only, and for your own use only. You must reproduce on such copy, or partial copy, ESI's copyright notice and any other proprietary legends that were on the original copy of the Licensed Software. (b) In no event does the copying permitted under this License Agreement include the right to decompile, reverse engineer, disassemble or otherwise reduce the Licensed Software to a human- perceivable form, modify, network, rent, lend, loan, distribute or create derivative works based upon the Licensed Software, in whole or in part, electronically transmit the Licensed Software from one computer to another or over a network or to translate the Licensed Software into another computer language. You may make one printed copy of the manual for your own use only. (c) You may install the Licensed Software on multiple computers which You own or control but You are limited to using the Licensed Software on only one of these computers at a time. 5. Protection and Security. You agree to use your best efforts and take all reasonable steps to safeguard the Licensed Materials to ensure that no unauthorized person shall have access thereto and that no unauthorized copy, publication, disclosure or distribution, in whole or in part, in any form shall be made. You acknowledge that the Licensed Materials contain valuable, confidential information and trade secrets and that unauthorized use and/or copying are harmful to ESI. You further agree to maintain in confidence Your User Identification Number (Serial Number) and/or Password. 6. Product Output. You may share outputs generated by the software ("Product Output") with others (including acquaintances, members of your own Company or Organization, or clients of your Company or Organization) ON AN INDIVIDUAL BASIS ONLY. The use of Product Output in any published or generally accessible form, including electronic publication, requires the prior written permission of ESI. In some cases an additional license fee may be required for such use. 7. Warranty Disclaimers; Liability Limitations. (a) THE LICENSED MATERIALS ARE BEING PROVIDED TO YOU WITH THE EXPRESS UNDERSTANDING THAT ESI MAKES NO WARRANTY OR REPRESENTATION WITH RESPECT TO THE LICENSED MATERIALS AND THEY ARE LICENSED ON "AS IS." BASIS WITHOUT ANY WARRANTIES WHATSOEVER. ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED AND EXCLUDED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY STATEMENTS OR REPRESENTATIONS MADE BY ANY OTHER PERSON OR FIRM ARE VOID. (b) YOU AGREE NOT TO USE THE LICENSED SOFTWARE IN ANY SITUATION WHERE SIGNIFICANT DAMAGE OR INJURY TO PERSONS, PROPERTY OR BUSINESS COULD OCCUR FROM A SOFTWARE ERROR. (c) YOU ASSUME ALL RISK AS TO THE SELECTION, USE, PERFORMANCE AND QUALITY OF THE LICENSED MATERIALS. IN NO EVENT WILL ESI OR ANY OTHER PARTY WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE LICENSED MATERIALS BE LIABLE FOR SPECIAL, DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS OR INABILITY TO USE THE LICENSED MATERIALS, EVEN IF ESI OR SUCH OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ESI'S OR SUCH OTHER PARTY'S LIABILITY FOR ANY DAMAGES OR LOSS TO YOU OR ANY OTHER PARTY EXCEED THE PRICE PAID FOR THE LICENSED MATERIALS. (d) Some states and/or countries do not allow limitations on how long an implied warranty lasts and some states and/or countries do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation and exclusion may not apply to you. This warranty gives you specific legal rights, and you may also have other rights which vary from state to state and/or country to country. 8. General. (a) If any provision or portion of a provision of this License Agreement is determined to be invalid or unenforceable, it shall be deemed omitted and the remaining provisions of this License Agreement shall remain in full force and effect. (b) This License Agreement is governed by and construed in accordance with the laws of the State of Connecticut. Any suit brought with respect to this License Agreement may be brought ONLY in Connecticut and must be filed no later than one (1) year after the date You downloaded the Software. (c) This License Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and all such prior agreements, representations, statements and undertakings are hereby expressly cancelled. (d) Should you have any questions regarding this License Agreement, you may contact ESI. 9. U.S. Government Restricted Rights. The Licensed Materials are provided with RESTRICTED RIGHTS. The contractor/ manufacturer of this Licensed Software is ESI, 30 Copper Square Drive, Bethel, Connecticut 06801. If you are acquiring the Licensed Software on behalf of any unit or agency of the United States Government, the following provisions apply. The Government agrees: (i) if the Licensed Software is supplied to the Department of Defense (DoD), the Licensed Software is classified as "Commercial Computer Software" and the Government is acquiring only "restricted rights" in the Software and its documentation as that term is defined in Clause 252.227-7013(c)(1) of the DFARS; and (ii) if the Licensed Software is supplied to any unit or agency of the United States Government other than DoD, the Government's rights in the Licensed Software and its documentation will be as defined in Clause 52.227-19(c)(2) of the FAR or, in the case of NASA, in Clause 18-52.227-86(d) of the NASA Supplement to the FAR. 10. Export Law Assurance. You agree and certify that neither the Licensed Software nor any other technical data received from ESI, nor the direct product thereof, will be exported outside the United States except as authorized and as permitted by the laws and regulations of the United States. If the Licensed Software has been rightfully obtained by you outside of the United States, you agree that you will not reexport the Licensed Software nor any other technical data received from ESI, nor the direct product thereof, except as permitted by the laws and regulations of the United States and the laws and regulations of the jurisdiction in which you obtained the Licensed Software. Note in particular that United States export regulations prohibit the export or download of the Licensed Software to the countries of Cuba, Iran, North Korea, Sudan or Syria.