LICENSOR'S PROGRAM IS COPYRIGHTED AND LICENSED (NOT SOLD). LICENSOR DOES NOT SELL OR TRANSFER TITLE TO THE LICENSED PROGRAM TO YOU. YOUR LICENSE OF THE LICENSED PROGRAM WILL NOT COMMENCE UNTIL YOU HAVE EXECUTED THIS AGREEMENT AND AN AUTHORIZED REPRESENTATIVE OF LICENSOR HAS RECEIVED, APPROVED, AND EXECUTED A COPY OF IT AS EXECUTED BY YOU.

1. License.In consideration of the payment of the license fees set forth herein, Licensor grants you a nonexclusive license to use the package of computer programs and data in machine-readable form and related materials, specified in a Subsequent Addendum to this Agreement, (the "Licensed Program") subject to the following terms and conditions.

2. Scope of Rights. From the Effective Date to the Renewal Date (specified in a Subsequent Addendum to this Agreement) you may:
2.1. Use and execute the Licensed Program on the system(s) specified in a Subsequent Addendum to this Agreement for purposes of serving the internal needs of your business, and for the purpose of providing access to the Licensed Program to that number of users specified in a Subsequent Addendum to this Agreement;
2.2. In support of your authorized use of the Licensed Program, store the Licensed Program's machine-readable instructions or data in, transmit it through, and display it on the system(s) specified on a Subsequent Addendum to this Agreement;
2.3. Make one copy of the Licensed Program in machine-readable, object code form, for nonproductive backup purposes only, provided that Licensor's proprietary legend is included; and

3. Fees, Taxes, Additional Licenses and Renewal of Licenses.
3.1. License Fee. The license fee for the Licensed Program is specified in a Subsequent Addendum to this Agreement (the "License Fee"). The Licensor will send the Licensee an invoice for the License Fee. Unless otherwise specified in a Subsequent Addendum to this Agreement, the License Fee is due 30 days after the License Beginning Date (specified in a Subsequent Addendum to this Agreement).
3.2. Taxes. License fees do not include taxes and Licensee is responsible for payment of all applicable taxes, except for taxes based on Licensor's income. You agree to hold harmless Licensor from all claims and liability arising from your failure to report or pay such taxes.
3.3. Additional Licenses. You may purchase additional licenses of the Licensed Program by signing a Subsequent Addendum to this Agreement - the fees for the additional licenses will be specified on such addendum.
3.4. Renewal of Licenses. You are under no obligation to renew this Agreement at the Renewal Date. However, payment of an invoice for licenses of the License Program for a Renewal Period and Licensor's acceptance of the license fee will re-validate terms and conditions of this Agreement during the invoice specified period.

4. Support. Licensor will use reasonable efforts, either by telephone or email, to help Licensee solve specific problems with installation or use of the Licensed Program. It may not be possible to solve all problems or correct all errors in the Licensed Program.
4.1. Release Support. During ongoing Licensed Program development, Licensor may add, modify or delete functionality in new releases. If the Licensee chooses not to install the most current release of the Licensed Program, the level of technical support may diminish over time.
4.2. Support. Licensor will provide telephone support to three (3) designated personnel of Licensee (the "Designated Personnel") to answer questions regarding:
4.2.1. Access to the Licensed Program and invocation of any installation programs required by the Licensed Program.
4.2.2. Licensed Program functionality. Licensed Program functionality does not include third party Licensed Programs, nor any additional functionality claims asserted by sources other than Licensor.
4.2.3 Support will be available during Licensor's normal business hours (9:00 a.m. to 5:00 p.m. EST), exclusive of Licensor holidays, by the following:
Telephone Support: (919) 485-4819 (*Only to the Designated Personnel*)
e-mail Support: support@mi-corporation.com (*Only to Designated Personnel)
4.3. Product Updates. Licensee will be able to access product upgrades for the Licensed Program as they become available.
4.4. Documentation. Documentation is provided in the Licensed Program.
4.5. Licensor Support Responsibilities.
4.5.1. Licensor will use its reasonable commercial efforts to provide Licensee with resolutions for problems or errors within the Licensed Program.
4.5.2. Licensor will begin to resolve any product issues within two (2) business hours of the time a support request is logged by Licensor during business hours. In the event that a problem cannot be resolved within eight (8) business hours, the problem will be escalated within Licensor's organization to a Senior Products Support Engineer for resolution.
4.5.3. Licensee will be informed of the intended problem resolution plan and schedule by Licensor. Licensor will provide updates for the Licensed Program as warranted by product deficiency severity and product enhancement requirements, within the sole discretion of Licensor.
4.5.4. Licensor will not be responsible for support to Licensee's end users unless specifically directed by Licensee's Designated Personnel.
4.6. Licensee Support Responsibilities.
4.6.1. Licensee will use reasonable efforts to support its end users to achieve basic product functionality.
4.6.2. Licensee will require end users to agree upon the terms and conditions of this Agreement.
4.6.3. Licensee will use reasonable efforts to determine if the reported problem originates with the use of the Licensed Program, to duplicate the reported problem, and to provide a fix or a workaround to the reported problem.
4.6.4 Licensor may, from time to time, send, and the Licensee agrees to use reasonable efforts to install, new releases, updates and corrective code.

5. Your Responsibilities. You are responsible for selecting an operator who is qualified to operate the Licensed Program and is familiar with the information, calculations, and reports that serve as input and output of the Licensed Program. Licensor reserves the right to refuse assistance or to charge additional fees if an operator seeks assistance with respect to such basic background information or any other matters not directly relating to the operation of the Licensed Program. The Licensed Program is designed for use with the system specified in a Subsequent Addendum to this Agreement. Except as agreed otherwise in writing; Licensor assumes no responsibility under this Agreement for obtaining or providing such system. You are also responsible for ensuring a proper environment and proper utilities for the system on which the Licensed Program will operate, including an uninterrupted power supply. Except as agreed otherwise in writing, Licensor assumes no responsibility under this Agreement for converting your data files for use with the Licensed Program.

6. Proprietary Protection and Restrictions. Licensor shall have sole and exclusive ownership of all right, title, and interest in and to the Licensed Program and all modifications and enhancements thereof (including ownership of all trade secrets and copyrights pertaining thereto), subject only to the rights and privileges expressly granted to you herein by Licensor. This Agreement does not provide you with title or ownership of the Licensed Program, but only a right of limited use. You must keep the Licensed Program free and clear of all claims, liens, and encumbrances. You may not use, copy, modify, or distribute the Licensed Program (electronically or otherwise), or any copy, adaptation, transcription, or merged portion thereof, except as expressly authorized by Licensor. You may not reverse assemble, reverse compile, or otherwise translate the Licensed Program. Your rights may not be transferred, leased, assigned, or sublicensed except for a transfer of the Licensed Program in its entirety to (1) a successor in interest of your entire business who assumes the obligations of this Agreement or (2) any other party who is reasonably acceptable to Licensor, enters into a substitute version of this Agreement, and pays an administrative fee intended to cover attendant costs. No service bureau work, multiple-user license, or time-sharing arrangement is permitted, except as expressly authorized by Licensor. You may not install the Licensed Program in any other computer system or use it at any other location without Licensor's express authorization obtained in advance (which will not be unreasonably withheld); provided that you may transfer the Licensed Program to another computer temporarily if the computer specified in A Subsequent Addendum to this Agreement is inoperable. If you use, copy, or modify the Licensed Program or if you transfer possession of any copy, adaptation, transcription, or merged portion of the Licensed Program to any other party in any way not expressly authorized by Licensor, your license is automatically terminated. You hereby agree to provide Licensor with a report, within five (5) days of Licensor's request, in a form and manner acceptable to Licensor that specifies the number of end users who are using the Licensed Program. You further agree to provide this report on a yearly basis, as requested by Licensor, You further authorize Licensor to enter your premises in order to inspect the Licensed Program in any reasonable manner during regular business hours to verify your compliance with the terms hereof. You acknowledge that, in the event of your breach of any of the foregoing provisions, Licensor will not have an adequate remedy in money or damages. Licensor shall therefore be entitled to obtain an injunction against such breach from any court of competent jurisdiction immediately upon request. Licensor's right to obtain injunctive relief shall not limit its right to seek further remedies. If a third party claims that the Licensed Program infringes its patent, copyright, or trade secret, or any similar intellectual property right, Licensor will defend you against that claim at Licensor's expense and pay all damages that a court finally awards, provided that you promptly notify Licensor in writing of the claim, and allow Licensor to control, and cooperate with Licensor in, the defense or any related settlement negotiations. If such a claim is made or appears possible, you agree to permit Licensor to enable you to continue to use the Licensed Programs, or to modify or replace them. If Licensor determines that none of these alternatives is reasonably available, you agree to return the Licensed Program on Licensor's written request, and you will then receive a credit equal to your net book value for the Licensed Program determined in accordance with generally accepted accounting principles. However, Licensor has no obligation for any claim based on your modification of the Licensed Program or its combination, operation, or use with any product, data, or apparatus not specified or provided by Licensor, provided that such claim solely and necessarily is based on such combination, operation, or use and such claim would be avoided by combination, operation, or use with products, data, or apparatus specified or provided by Licensor. THIS PARAGRAPH STATES LICENSOR'S ENTIRE OBLIGATION TO YOU WITH RESPECT TO ANY CLAIM OF INFRINGEMENT.

7. Limited Warranty and Limitation of Liability. Licensor is not responsible for obsolescence of the Licensed Program that may result from changes in your system(s). The foregoing warranty shall apply only to the most current version of the Licensed Program issued by Licensor from time to time. Licensor assumes no responsibility for the use of superseded, outdated, or uncorrected versions of the Licensed Program. As your exclusive remedy for any material defect in the Licensed Program for which Licensor is responsible, Licensor shall attempt through reasonable effort to correct or cure any reproducible defect by issuing corrected instructions, a restriction, or a bypass. In the event Licensor does not correct or cure such nonconformity or defect after it has had a reasonable opportunity to do so, your exclusive remedy shall be the refund of the amount paid as the license fee for the defective Licensed Program. Licensor shall not be obligated to correct, cure, or otherwise remedy any nonconformity or defect in the Licensed Program if you have made any changes whatsoever to the Licensed Program, if the Licensed Program has been misused or damaged in any respect, or if you have not reported to Licensor the existence and nature of such nonconformity or defect promptly upon discovery thereof.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, LICENSOR DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS, AND WARRANTIES WITH RESPECT TO THE LICENSED PROGRAM, INCLUDING ITS CONDITION, ITS CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, ANY NEGLIGENCE, AND ITS MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE.

The cumulative liability of Licensor, Licensor's employees, Licensor's agents, Licensor's partners and Licensor's sales representatives to you for all claims relating to the Licensed Program and this Agreement, including any cause of action sounding in contract, tort, or strict liability, shall not exceed the total amount of all license fees paid to Licensor hereunder. This limitation of liability is intended to apply without regard to whether other provisions of this Agreement have been breached or have proven ineffective. Licensor shall have no liability for loss of data or documentation, it being understood that you are responsible for reasonable backup precautions. In no event shall Licensor be liable any loss of profits; any incidental, special, exemplary, or consequential damages; or any claims or demands brought against you, even if Licensor has been advised of the possibility of such claims or demands. This limitation upon damages and claims is intended to apply without regard to whether other provisions of this Agreement have been breached or have proven ineffective. You may have additional rights under certain laws (e.g., consumer laws) that do not allow the exclusion of implied warranties, or the exclusion or limitation of certain damages. If such laws apply, our exclusions or limitations do not apply to you.

8. Term of Agreement and Termination. Your license of the Licensed Program shall become effective from the Effective Date and shall continue until the Renewal Date. Upon termination of this Agreement, all rights granted to you will terminate and revert to Licensor. Promptly upon termination of this Agreement for any reason or upon discontinuance or abandonment of your possession or use of the Licensed Program, you must return or destroy, as requested by Licensor, all copies of the Licensed Program in your possession (whether modified or unmodified), and all other materials pertaining to the Licensed Program (including all copies thereof). You agree to certify your compliance with such restriction upon Licensor's request.

9. Marks. During the term of this Agreement, Licensee hereby grants to Licensor a non-exclusive, royalty-free, worldwide license to use Licensee's trademarks, service marks, trade names, logos or other commercial or product designations (the "Marks") solely to display in Licensor's web site and marketing materials as a customer listing. Licensee may terminate the foregoing license to use the Marks, without penalty to Licensor, by notifying Licensor in writing.

10. Confidentiality. Acknowledgment of Trade Secrets. Licensee acknowledges that the Licensed Program contains valuable trade secrets and confidential information owned by Licensor, including but not limited to the development status of the Licensed Program, the functionality of the Licensed Program, the appearance, content and flow of the Licensed Program's screens, the method and pattern of user interaction with the Licensed Program, and the content of the Licensed Program's documentation. Restrictions. Licensee shall take all reasonable precautions to prevent inadvertent disclosure of the Licensed Program, including all trade secrets and confidential information therein. Licensee specifically acknowledges and agrees that it shall not permit any third party, nor any employee, representations or agent thereof, that develops, markets or licenses computer programs with functionality similar to the functionality of the Licensed Program to have access to the Licensed Program or to any trade secrets and confidential information therein.

11. Miscellaneous. This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflict of laws principles. No modification of this Agreement shall be binding unless it is in writing and is signed by an authorized representative of the party against whom enforcement of the modification is sought. References to your use or benefit include any subsidiaries you may own directly or indirectly by more than fifty percent (50 %), provided that, to the extent of their use and benefit, they comply with the restrictions herein. Any notices required or permitted under this Agreement shall be in writing and delivered in person or sent by registered or certified mail, return receipt requested, with proper postage affixed. In the event that any of the terms of this Agreement is or becomes or is declared to be invalid or void by any court or tribunal of competent jurisdiction, such term or terms shall be null and void and shall be deemed severed from this Agreement and all the remaining terms of this Agreement shall remain in full force and effect.

THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF LICENSOR'S OBLIGATIONS AND RESPONSIBILITIES TO YOU AND SUPERSEDES ANY OTHER PROPOSAL, REPRESENTATION, OR OTHER COMMUNICATION BY OR ON BEHALF OF LICENSOR RELATING TO THE SUBJECT MATTER HEREOF.