I. LICENSE & TITLE: The Software modules licensed under this Agreement are the sole property of ACTIVE INNOVATIONS, Inc., the Licensor ("ACTIVE"). Title and ownership rights are not transferred to Licensee under this Agreement and Licensee herby agrees not to resell, trade or otherwise make the Software available to any other person, persons or company. Furthermore, the rights under this Agreement shall not be assigned by the Licensee without the written consent of ACTIVE.

II. MODIFICATION: This Agreement cannot be modified, except by a written document signed by an officer each of ACTIVE and the Licensee. If any provision of this Agreement shall be declared invalid or unenforceable, the remainder shall not be affected.

III. TERMINATION: Notwithstanding anything to the contrary elsewhere in this Agreement, ACTIVE, by written notice to Licensee, may terminate (or in ACTIVE’s sole discretion, temporarily suspend) the License Term upon the occurrence of any of the following: (a) Licensee terminates or suspends doing business. (b) Licensee breaches or fails to perform any other material term or provision of this Agreement and has not cured such breach or failure within thirty (30) days of receiving written notice from ACTIVE specifying the breach or failure.

IV. LICENSEE OBLIGATIONS ON TERMINATION: Upon any termination of the License Term, Licensee shall immediately: (a) cease using the Software, (b) return all copies (including archive) of software if termination is due to breach of material terms (c) comply with any other post-termination provisions applicable to Licensee in this Agreement or otherwise communicated to Licensee in writing, and (d) furnish ACTIVE, if ACTIVE so requests, with written certification, executed by an executive officer of Licensee, that Licensee has complied fully with the terms and conditions of subsections (a) , (b) and (c) of this Section IV.

V. NON-DISCLOSURE: The Licensee shall take all steps necessary to keep the Software in a secure place, to safeguard it from theft or disclosure to third parties and to ensure that Software Licensed including the documentation associated therewith under this agreement is not made available in any form to any person, persons or company not licensed by this Agreement. The Licensee further warrants that all individuals having access to the Software under this Agreement shall observe this Non-disclosure covenant. In particular, the Licensee recognizes the proprietary nature of the Software and agrees to make no copies, with the exception of normal backup requirements, of the Software or any of its components by any means or for any purpose whatsoever, except as expressly stated in this License Agreement, without prior written approval of ACTIVE. ACTIVE may from time to time take all reasonable steps to review Licensee's continuing compliance with the provisions of this paragraph V, to protect the rights of ACTIVE. The Licensee agrees, upon request by ACTIVE, to confirm to ACTIVE in writing the compliance by Licensee with its obligation hereunder and to permit any other reasonable investigation by ACTIVE. Licensee's obligation under this paragraph V shall survive the terminating of this License Agreement.

VI. LIMITATIONS ON EQUIPMENT AND LOCATION: Licensee may use the Software only on the hardware configuration on which Licensee has purchased an appropriate license and only in compliance with operating and environmental conditions specified in any documentation associated with the Software only at Licensee’s facilities at the location set forth, and only in conjunction with named users and other limitations set forth, however, that Licensee may use the Software on backup equipment when the original equipment is temporarily inoperable, until operable status is restored and processing on the backup equipment is completed.

VII. OTHER RESTRICTIONS ON USE: Licensee shall not copy or reproduce all or any part of the Software for any purpose. Licensee shall not (and shall not attempt to) sell, lease, license, sublicense, give, share, communicate, distribute, or otherwise convey the Software to any person or entity. Licensee shall not use the Software to provide document management or other similar services for others. Licensee acknowledges that no provision of this Agreement or any other agreement grants Licensee any rights with respect to the source code (human readable) format of the Software. Licensee shall not (and shall not attempt to) prepare derivative works of, reverse engineer, de-compile or disassemble any component of the Software. Licensee may not remove any copyright notices embedded in the software under any circumstances. Except with ACTIVE’s express prior, written consent, Licensee’s rights to use the Software shall not extend to any subsidiary, parent company or affiliate of Licensee.

VIII MAINTENANCE, SUPPORT AND OTHER SERVICES: This agreement does not entitle you to any maintenance or new versions of the Programs. Such new versions must be purchased and licensed separately at the then published prices of ACTIVE. Maintenance is provided optionally under the terms described in Software Maintenance Terms and Conditions document, executed separately between ACTIVE and Licensee.

IX. WARRANTY: ACTIVE DISCLAIMS ALL IMPLIED OR EXPRESS WARRANTIES WITH RESPECT TO THE SOFTWARE AND THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LICENSEE ASSUMES FULL RESPONSIBILITY FOR THE SELECTION, POSSESSION, PERFORMANCE AND PROPER INSTALLATION AND USE OF THE SOFTWARE AND FOR VERIFYING THE RESULTS OBTAINED THEREFROM.

X. LIMITATION OF LIABILITY: THE LIABILITY OF ACTIVE, ITS AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, SUCCESSORS OR ASSIGNS FOR DAMAGES, WHETHER FOR BREACH OF THIS AGREEMENT OR OTHERWISE SHALL NOT EXCEED THE AGGREGATE AMOUNT OF LICENSE FEES PAID BY LICENSEE THROUGH THE DATE THAT ANY SUCH LIABILITY IS ASSESSED, WHETHER THE LIABILITY ARISES FROM CONTRACT, TORT OR OTHER CLAIMS. ACTIVE IS NOT AN INSURER AND ITS PRICING REFLECTS THE ASSUMPTION OF NO RISK BY ACTIVE FOR ANY DAMAGES SUSTAINED BY LICENSEE ARISING OUT OF LICENSEE’S USE OF THE SOFTWARE OR EQUIPMENT, AND ACTIVE SPECIFICALLY DISCLAIMS ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES WHICH MAY ARISE FROM THIS AGREEMENT OR THE POSSESSION OR USE OF ALL OR ANY PORTION OF THE SOFTWARE OR EQUIPMENT BY LICENSEE.

XI. WAIVER: A Party’s waiver of the other Party’s noncompliance with any provision of this Agreement shall not constitute a waiver of any prior or subsequent noncompliance by the other Party of that provision or a noncompliance by the other Party of any other provision of this Agreement. A Party’s single or partial exercise of any right, remedy, privilege, or power provided for under or pursuant to this Agreement by either Party preclude or limit such Party from any other or further exercise thereof or from pursuing any other right, remedy, privilege, or power available pursuant to this Agreement, at law or in equity.

XII. U.S. GOVERNMENT RESTRICTED RIGHTS: If this license is acquired under a U.S. Government contract, use, duplication or disclosure by the U.S. Government is subject to restrictions as set forth in DFARS 252.227-7013(c)(ii) for Department of Defense contracts and as set forth in FAR 52.227-19(a)-(d) for civilian agency contracts. ACTIVE reserves all unpublished rights under the United States copyright laws.

XIII. VENUE: This agreement shall be governed by the laws of the State of New York, and constitute the entire understanding between the Licensee and ACTIVE.

XV. PAYMENT TERMS AND CONDITIONS: The Licensee agrees to pay the License Fee in accordance with the agreed upon Purchase Order, Check or Cash. Overdue amounts will incur a late fee of one and one-half percent per month. Failure of the Licensee to perform its payment obligation when due, or in the insolvency, bankruptcy, assignment for the benefit of creditors or dissolution or termination of the existence of the Licensee, shall constitute a breach subject to termination provisions set forth in paragraph IV.

XVI. CHANGES: All verbal orders and changes must be confirmed in writing before they can be accepted.