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LICENSE AGREEMENT:
Sharpe Concepts, LLC
LICENSE ADDENDUM for LilyPad Application Software and Services


Software / Service: LilyPad Applications
Sharpe Concepts, LLC ("Sharpe Concepts") and the Customer identified above ("Licensee") agree as follows with respect to the above defined software.

Grant

1.1 Subject to the provisions contained herein, Sharpe Concepts grants to Licensee a non-transferable, non-exclusive license for the use of the computer software product(s) specified above and accompanying written documentation (the "Software") by each Authorized End-User of Licensee. For purposes of this Agreement, "Authorized End-User" means any person who is affiliated with Licensee as (a) a full-time or part-time employee, or (b) a full-time or part-time consultant, or (c) a customer of licensee.

1.2 If Licensee is licensing the Software for multiple Authorized Users as specified in the Order Form, then Sharpe Concepts grants Licensee the right to Link their IMS Server to the hosted portion of the Software for use concurrently by up to that number of specified Authorized End Users and no more. Sharpe Concepts also grants Licensee a nontransferable, nonexclusive license to link to the client portion of the Software on an unlimited number of computers owned and controlled by Licensee, so long as the number of Authorized Users concurrently using the Software does not exceed the number specified in the Order Form. Sharpe Concepts retains all title and ownership rights to the Software

Maintenance and Support; Remote Training

2.1 If Licensee has paid Sharpe Concepts in full the annual Maintenance and Support/Hosting fees.

Sharpe Concepts will provide Licensee with the following maintenance and support for the Software: (a) make available to Licensee at no additional charge, through automatic update from Sharpe Concepts Internet website, Software enhancements, upgrades and improvements, when and if developed by Sharpe Concepts, (b) unlimited assistance in the use of the Software via email. The unlimited assistance will begin from the date of purchase unless otherwise agreed to, and (c) assistance in use of the Software thereafter via telephone for up to three (3) Free Incident Support Calls during each year of paid support and maintenance. (Additional Incident Support Call and training assistance is available for a fee), (d) hosting of the LilyPad application and all supporting data. Licensee agrees that the determination of the extent of technical support to be provided by Sharpe Concepts rests exclusively with Sharpe Concepts in its discretion and that Sharpe Concepts is not required to correct any particular error or defect in the Software or Licensee's use of the Software. Sharpe Concepts may increase its annual subscription fee at any time with or without notice.

2.2 If Licensee requires any changes to the hosted set up after set up has been completed; a $425.00 fee will be incurred prior to changes being made.

2.3 If Licensee allows hosting to expire by more than 30 days an additional $895.00 set up fee will be incurred prior to reset up of their site.

2.4 Maintenance and support does not cover hardware, operating system, network or third party software, nor does it cover items resulting from Licensee's unauthorized use, misuse, misapplication or modification of the Software.

2.5 Maintenance and support will be provided only for the latest release version of the Software and any subsequent point releases.

On-Site Training and Implementation

3.1 For on-site training and implementation provided by Sharpe Concepts personnel, all normal and reasonable travel expenses will be included in the cost of the on-site training. These expenses include airfare, lodging, and rental car expenses. Food and other incidental travel expenses incurred by Sharpe Concepts personnel are also included in the training fees unless otherwise specified in the Order Form. Should Customer elect to cancel or alter the travel arrangements for on-site training or implementation once travel arrangements have been purchased by Sharpe Concepts, Customer will pay Sharpe Concepts $1,000.00 to cover any costs associated with cancelling or altering such travel arrangements.
Should Customer elect to cancel or alter the scheduled date of the on-site training prior to travel arrangements being purchased by Sharpe Concepts, Customer will pay Sharpe Concepts $500.00 to cover any costs associated with cancelling or altering the scheduled date of training. If Customer requires specific times and dates of travel or otherwise have specific needs that require Sharpe Concepts to incur expenses outside of the typical costs incurred in travel, Customer will be responsible to Sharpe Concepts for all such additional expenses upon receipt of invoice.

3.2 All training services must be used, performed, or scheduled to be performed within one hundred eighty (180) days from Date Purchased. If not scheduled or performed, the service will expire.

Payment

4.1 Unless specified otherwise, when licensing the Standard Version of the Software, Licensee shall pay the licensing fee prior to installation or otherwise using the Software.

Restricted Use

5.1 Licensee shall use the Software under this Agreement only on computers which are either (a) owned or leased by Licensee and (b) controlled by Licensee.

5.2 Licensee agrees to use the Software only as indicated hereunder and may not modify, adapt, translate, rent or sublicense the Software or use it for any commercial timesharing or service bureau purpose.

5.3 Licensee agrees to not create, or attempt to create, or permit to help others to create, the source code from the Software furnished pursuant to this Agreement. Licensee agrees to not reverse engineer, disassemble, decompile or otherwise reduce the Software to human-perceivable firm, disable any functionality which limits the use of the Software, create derivative works from the Software, or disclose confidential interfaces to the Software.

5.4 Licensee shall advise each Authorized End User that receives a copy of the Software that (a) the user is not permitted to copy the Software, and (b) the Software cannot be transferred.

5.5 The Software and documentation are provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the Government is subject to restrictions as set forth in the Rights in Technical Data and Computer Software Regulations. Contractor/manufacturer is Sharpe Concepts, LLC, 2850 Cinnamon Bay Circle, Naples, FL 34119.


Term and Termination

6.1 Licensee may terminate this Agreement for any reason upon notice to Sharpe Concepts, but except as provided above under Sharpe Concepts limited return policy, all license and support fees are non-refundable. Sharpe Concepts may in its discretion terminate this Agreement upon notice from Sharpe Concepts if Licensee fails to comply with any provision of this Agreement. All liability for breach of this Agreement shall survive such termination.

6.2 Upon termination, Licensee shall also uninstall and destroy the Software and make sure that it is no longer in use or usable.

Warranty

7.1 Licensee and Licensee alone is responsible for determining which Software meets Licensee's particular needs, for installing the Software, and for the results obtained. Because Licensee may return the Software in compliance with Sharpe Concepts limited return policy for an additional 30 days following date of purchase. During said 30 days; license cost will be refunded minus the one-time set-up fee and any customizations added to the software. The Software is licensed "as is" without warranty as to its performance, except for the media warranty provided above. THERE ARE NO OTHER WARRANTIES EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SOFTWARE AND ALL SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED. FURTHER, SHARPE CONCEPTS DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE SOFTWARE OR WRITTEN MATERIALS IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SHARPE CONCEPTS SHALL CREATE ANY WARRANTY OR IN ANY WAY EXPAND THE LIMITED WARRANTY PROVIDED UNDER THIS SECTION

7.2 THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE.

7.3 IN NO EVENT SHALL SHARPE CONCEPTS BE RESPONSIBLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF REVENUE OR PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR OTHER LOSS ARISING OUT OF LICENCEE'S USE OF OR INABILITY TO USE THE SOFTWARE, REGARDLESS OF THE THEORY OR BASIS OF LIABILITY AND EVEN IF EXRESSTECH HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. SHARPE CONCEPTS'S LIABILITY ARISING OUT OF THIS AGREEMENT SHALL IN NO EVENT EXCEED THE LICENSE AND OTHER FEES FEE SET FORTH IN THE ORDER FORM. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO LICENSEE.

General Provisions

8.1 The parties agree that this Agreement and the Software may not be assigned, sublicensed or otherwise transferred by Licensee without the prior written consent of Sharpe Concepts.ds