SOFTWARE LICENSE AGREEMENT

IMPORTANT: DO NOT DOWNLOAD OR USE THE SOFTWARE UNTIL YOU HAVE READ AND AGREED TO THE TERMS OF THIS LICENSE AGREEMENT. DOWNLOADING OR USING THE SOFTWARE INDICATES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS.

Licensee agrees, by its act of downloading the software or its use of the Software, that Licensor's grant to Licensee of the right to use and possess this Software shall be subject to the following terms and conditions.

1. Definitions

The following definitions apply to this agreement:

(a) "Licensor" is 5-Star Solutions.com, the owner of all rights in and to the Software.
(b) "Licensee" means the individual or the business entity that has purchased this package and a license to use the Software under the terms set forth in this License.; "Licensee" includes those persons in Licensee's immediate organization, such as business associates, partners and employees, who are authorized to use this copy on the Computer pursuant to this Agreement.
(c) "Computer" is a single control processing unit ("CPU") or multiple CPU that runs an individual copy of an operating system. Use on multiple CPU systems, Servers, Networks, or emulations on mainframe or minicomputers in excess of the Software user number limits purchased from, and registered with, Licensor (the "User Limits") is not covered under this License and require additional licenses available from Licensor at additional cost.
(d) "Software" is the object-code and byte-code computer programs contained in the compact disk or downloaded from 5-Star Solutions.
(e) "Documentation" means the published Quick Start Guide for the Software provided with the Software.
(f) "License" means this License Agreement.
(g) "Server" is a single Computer that enables other CPUs electronically linked to the Server to access data and software.
(h) "Network" is a group of CPUs electronically linked to a Server and capable of accessing data and software by means of that Server.

2. License

Licensor grants Licensee a non-transferable, nonexclusive right to install and use one copy of the Software on a single Computer or Server at a single location in accordance with the terms of this License and subject to the User Limits for a two week trial (10 business days). Licensee may change the Computer or Server on which Licensee is authorized to use the Software to another Computer or Server within Licensee's immediate organization only if the Software is no longer used on the former Computer or Server. Licensee owns only the magnetic or other physical media on which the Software is recorded or fixed Licensor retains ownership of the Software recorded on the original compact disk or download and all subsequent copies of the Software, regardless of the form or media in or on which the original and other copies may subsequently exist This License is not a sale of the Software or any copy thereof. In the event Licensee violates any of the provisions of this License, or upon termination of this License, Licensee agrees to return (or, at Licensor's direction, destroy) the original and all existing copies of the Software to Licensor after receiving notice of Licensor's termination of this License, and Licensor may immediately terminate this License, at any time, by notice to Licensee. Licensee agrees to comply with the terms and conditions of this License and agrees to take all necessary steps to protect Licensee's Software from distribution, theft or use contrary to the terms of this License. Licensee agrees not to create derivative works from the Software or disassemble, decompile, or otherwise reverse engineer the Software or use or attempt to obtain any techniques, algorithms, processes, trade secrets, or proprietary information contained in the Software. Unless earlier terminated by Licensor in accordance with this License, this License shall be deemed effective from the date Licensee receives the Software and shall be valid only so long as Licensee uses or possesses the Software.

3. Possession and Copying

Licensee agrees that the Software will only be displayed on, or used on, the licensed Computer or the licensed Server and linked Computers allowed under the User Limits. Licensee agrees to make no more than one (1) copy of the Software for backup purposes only and to keep the original and backup copies in the possession or direct control of Licensee. Any backup copy permitted hereunder shall be a complete copy of the entire Software; partial duplication or copying is not permitted. Licensee agrees to place a label on the outside of the physical media containing the backup copy showing the program name and Licensor's copyright and trademark notices, in the same form as they appear on the original compact disk furnished by Licensor. The transfer of a copy to one hard disk shall count as one backup copy.

4. Transfer or Reproduction

Licensee shall not rent, lease, transfer, network, reproduce, display or otherwise distribute the Software, except as specifically provided in this License and subject to the User Limits. Licensee may not transfer any copy of the Software to another person or entity outside Licensee's immediate organization, on either a permanent or a temporary basis. Licensee understands that unauthorized reproduction of copies of the Software or unauthorized transfer of any copy of the Software may constitute a criminal offense and subject Licensee to suit for damages, injunctive relief, and attorney fees.

5. Patent/Copyright Infringement

If, as a result of any claim of infringement against any patent, copyright, license or other property right, Licensee is prohibited from using the Software or any part of it, or if the Software or any part of it becomes, or Licensor believes it is likely to become, the subject of a claim of infringement, Licensor, at its option and expense, may either (i) procure the right for Licensee to continue to use the Software, (ii) replace or modify the Software so as to make it non-infringing, or (iii) discontinue the License on one month's written notice and refund any license fee paid by Licensee for the Software. The foregoing does not apply to any claim based in whole or in part on Licensee's use of the Software in conjunction with or as part of any other software program, or in violation of this Agreement, or on any modifications to the Software not made by Licensor. Removal or modification of Software copyright notices by the Licensee, will be considered a violation of this agreement. The foregoing states the entire liability of Licensor with respect to infringement of any copyrights, patents, licenses or other property rights relating to the Software.

6. Disclaimer of Liability

Licensor has no control over the conditions under which Licensee uses the Software and does not and cannot warrant the performance or results that may be obtained by its use. In no event shall Licensor be liable for any indirect, incidental, consequential, special, or exemplary damages, lost profits, or claims by third parties, even if Licensor has been advised of the possibility of such damages. Licensor shall not be liable for any loss or damage exceeding the price paid for the Software. Licensee shall indemnify and hold Licensor harmless against any claims, causes of action, damages, liabilities, or demands that stem from, or are related to, Licensee's use of the Software.

8. U.S. Government Rights

If the Software or Documentation is acquired by or on behalf of the U.S. Government, it is restricted computer software as defined at FAR 52.227-19(a); or is commercial computer software or commercial computer software documentation as defined at DFARS 252.227-7014(a);and is acquired subject to the terms of the License and to the restrictions on use, duplication and disclosure as set forth in FAR 52.227-19(c)(1) and(2), DFARS 252.227-7202-3(a), or FAR 12.212, as applicable.

9. General Conditions

This License shall be governed by, and construed in accordance with, the substantive laws of the State of Ohio. The Licensee irrevocably submits to jurisdiction in, and agrees that any action brought by Licensee arising out of this License shall be brought in, the Circuit Court or Federal District Court, as the case may be, in Dayton, Ohio. The delay or failure of either party to enforce any of the provisions of this license shall not be construed to be a waiver of any right of that party. The termination of this License shall not affect the provisions of this License, which by their terms and meaning are of a continuing nature. This License sets forth the entire understanding and agreement between Licensor and Licensee with respect to its subject matter and merges any and all prior oral or written communications, advertising, discussions, proposals, purchase orders, agreements, communications, and representations between them. Neither of the parties shall be bound by any conditions, definitions, warranties or representations with respect to any of the terms or conditions in the Agreement other than as expressly provided in this License. Licensor may modify this License at any time, provided that (i) Licensor provides Licensee with written notice of such modification and (ii) the modification(s) is made in good faith. If any provision of this License shall be held illegal, void, or unenforceable, the remaining provisions shall remain in full force and effect. Licensee may not assign or transfer any of its rights or obligations hereunder without the express written consent of Licensor. The paragraph headings in this License are for convenience only, form no part of this Agreement, and do not affect its interpretation.