From ATLASWARES

Contents 1 WARES Warehousing Software License Agreement Terms and Conditions 1.1 License 1.2 Payment 1.3 Warranty and Defects 1.4 Support 1.5 General 1.6 Binding Agreement

WARES Warehousing Software License Agreement Terms and Conditions

WARES Warehousing is copyright © 1991-2006 by Customware Solutions, Inc. All rights reserved. This Software is licensed and not sold, and license registration is required.

THIS AGREEMENT for using the WARES Warehousing software ("Program") is made between ATLAS WARES Co. ("Company"), a division of Customware Solutions, Inc., a Tennessee Corporation headquartered in Memphis, and Licensee ("Customer"). By downloading and installing the Program the Customer agrees to the terms and conditions of this License Agreement ("Agreement"). After an initial trial use period the Customer agrees either to purchase registration of the Program, or to uninstall and delete the Program from any computer on which it has been installed.

License

A) Registration period

Annual Program registration is required, starting from the date of receipt of the initial payment. This Agreement terminates if an annual registration is not renewed.

B) One Site

This License covers the use of the Program on only one CPU or network of computers at any one time. The number of simultaneous users of the Program at one site is limited to the total number of user license registrations purchased by the Customer for the site.

C) Transfer rights

Unless approved by the Company in writing, the Customer may not sell, assign, or otherwise transfer the Program to any party other than a jointly held or subsidiary organization bound by this contract.

D) Disclosure

The Customer may not disclose the nature or content of portions of the Program to any party not named in this contract without permission from the Company in writing. The Customer, his employees, or agents acting in the interests of the Customer and under his direction may examine and modify the Program for the Customer's use. However, the Customer acknowledges his liability for the actions of employees or other approved agents acting in his name which violate the terms of this contract or copyright law.

E) Modifications

The source code for any modifications to the Program, whether made by the Company, the Customer, or any third party, shall remain the property of the Company.

F) Country of Origin

This Agreement licenses the Program for use only within the country of acquisition.

Payment

A) Initial Fee

An initial period fee is charged when the Customer first registers the Program. If this Agreement is terminated, a new initial fee will be charged to reinstate the Agreement.

B) Annual Renewal

An annual Program license renewal fee is required to be paid in advance. For the Customer's convenience, the Company will issue monthly installment invoices throughout the year prior to the next renewal.

C) Initial User Fees

The Customer may purchase site licenses for additional concurrent users of the Program. An initial fee will be charged for each additional user.

D) Annual User Fees

An annual license renewal fee will be charged in advance for each additional concurrent Program user at a site. This fee will be added to the Customer's monthly installment invoices.

E) Network Services

If multiple concurrent users must access the Program at a site then the Customer must purchase a multi-user database service for a one-time license fee.

F) Application Servers

The Company requires multi-user sites to purchase an approved server for execution of the database service and sharing of the Program's application files.

G) Sales Taxes

Sales taxes shall be paid by the Customer in addition to the price of the Program registration and any additional services. If it is determined upon audit by the State of Tennessee or any other taxing authority that additional sales tax is due based on any invoice, the Customer agrees to pay over the additional sales tax immediately upon receiving a copy of the audit report.

Warranty and Defects

A) Diligence

The Company does not warranty fitness of the software for any purpose. The Customer has the opportunity to use the Program prior to registration, and it is the Customer's responsibility to perform due diligence to determine if the software meets his requirements.

B) Extent of Applicability

The Program should be used in a manner consistent with its intended purpose. If the Customer fails to follow practices commonly accepted in conducting business, the Company has no obligation to modify the Program or provide other services to accommodate the Customer's practices.

C) Limitation of Damages

Due to the difficulty of ascertaining damages, it is agreed that the Company's liability to the Customer for any direct losses or damages arising out of this Agreement shall not exceed the value of the Program and user license annual registration payments. In no event shall the Company be liable for any indirect, special or consequential damages, such as loss of profits or anticipated profits. This paragraph shall supersede any paragraphs of this Agreement which are inconsistent with it.

Support

A) Support Requests

The Company will acknowledge requests for support from registered Customers, either orally or in writing, to resolve problems and malfunctions arising during Program use. Upon request, the Customer agrees to supply adequate supporting documentation and details to substantiate claims of any errors. If the Company analyzes a suspected error at the request of the Customer and determines that no error exists in the logic or documentation of the Program, the Customer will pay for the efforts at the Company's man-day charge then in effect, plus actual expenses.

B) Program Updates

The Company will provide registered Customers with annual updates including changes that enhance the Program. The Company will use its best efforts to identify and correct errors in the Program logic and documentation and will provide essential corrections in a timely manner.

C) Customer Responsibility

The Customer agrees to install updates to the Program provided by the Company as soon as practicable so as to maintain the continuing integrity of the Program.

D) Modifications and Enhancements

The Customer may request changes to the Program to modify or enhance its functioning. Any modifications which are provided separate from the annual program updates will be billed to the Customer at the Company's man-day rate.

E) Special Services

In the event that the Customer requests services which are not included under the terms of this Agreement, they will be furnished at the Company's charges, fees, and terms then in effect.

General

A) Confidentiality

The Company shall not, without the Customer's prior written consent, use or disclose to others any of the Customer's technical and accounting data or proprietary or confidential information acquired by the Company from the Customer or originating from services provided hereunder. The conditions contained in this paragraph shall survive the termination of this Agreement.

B) Termination

This Agreement may be terminated by the Customer at any time. The Company will terminate this license if the Customer fails to comply with the terms of this Agreement. When this Agreement is terminated the Customer must destroy all copies of the Program in his possession.

C) Legal remedy

In the event of a breach or threatened breach by the Customer of the provisions of this Agreement, the Company will have no adequate remedy in money or damages and, accordingly, shall be entitled to an injunction against such breach. No specification in this Agreement of a legal or equitable remedy shall be construed as a waiver of prohibition against the utilization of any other legal or equitable remedy in the event of the breach of a provision of this Agreement.

D) Severability

Each paragraph and provision of this Agreement is severable from the entire Agreement, and, if one provision is declared invalid, the remaining provisions shall nevertheless remain in effect.

E) Governing Law

This Agreement shall be governed by, and construed in accordance with, the laws of the State of Tennessee, and the parties hereto agree that the Courts of Shelby County, Tennessee shall have sole and exclusive jurisdiction over any matters in controversy.

Binding Agreement

This Agreement is binding on the parties hereto, their heirs, executors, and assigns.