WordStock® Software License Agreement

WordStock has developed and acquired marketing rights to computer software to assist in the management of retail stores. Under the terms of this Agreement, WordStock grants to Client a non-exclusive license to operate its Software on one Computer System. For mutual considerations, WordStock and Client agree as follows:

1. Definitions

Software means the computer programs and their Updates developed or marketed by WordStock and Documentation for using them, as well as printed or magnetically- encoded materials relating to them. The term Software includes WordStock Software Products only, and does not include Third Party Software Products, defined below. The Software initially licensed under this Agreement is described in the attached Schedule A, which is a part of this Agreement.

Computer System means the devices on which the Software is installed, as described in the attached Schedule A, which is a part of this Agreement.

Documentation means the WordStock Manual and its updated editions.

Intellectual Property Rights means any and all patents, licenses, inventions, trademarks and copyrights relating to the authorship, origin, design, manufacture, programming, operating, or servicing of the Software.

License means the right to operate the Software on the Computer System, according to the terms and conditions of this Agreement.

License Fee means the money that Client is obligated to pay WordStock for the right to use the Software.

Third Party Software means computer programs sublicensed by WordStock to Client that either bear the designation "TPS" or comprise the QNX operating system, or are "off-the-shelf" mass-market software.

Update means a modification to the Software that is expressly designated by WordStock as the successor to a Software program.

WordStock Software Product means a computer program licensed by WordStock to Client, other than Third Party Software.

2. License Fee Payment

The License Fee is listed on the attached Schedule B, which is a part of this Agreement. Client agrees to pay the License Fee in U.S. Dollars to WordStock according to the payment terms shown on Schedule B. Client acknowledges and agrees that Client shall pay additional License Fees, as determined by WordStock, in the event that the Computer System is modified or expanded.

3. Grant of Software License

In consideration of the License Fee, WordStock grants, and Client accepts, a non-exclusive License to operate the Software only on the Computer System at the following location, subject to the terms of this Agreement:

(store address)

The terms of this Agreement shall apply to additional Software that WordStock licenses to Client at any time, unless otherwise agreed by Client and WordStock, in writing. However, licensing of such additional Software shall be covered by the terms and prices that WordStock may determine.

4. Copying or Transferring Software

WordStock will supply a back-up copy of the Software to Client, which Client agrees not to copy. Client may reproduce the Documentation for the sole purpose of training Client's employees in the operation of the Software, provided that all copies contain WordStock's copyright notice. Client may not transfer any copy of the Software or the Documentation to any other party.

5. Title and Proprietary Rights

(a) This Agreement conveys a limited, non-transferable right to operate the Software and Third Party Software Products on the Computer System, but does not convey title to the Software to Client. Client does not have the right to assign, sell, lease, sublicense or transfer this Agreement, the Software or the Third Party Software Products, without the prior written consent of WordStock.

(b) The Software is the property of WordStock and Client agrees to protect WordStock's Intellectual Property Rights by not modifying or copying the Software or the Third Party Software Products. Client may not decompile, disassemble or reverse engineer the Software. Client agrees that, in the event of a violation, WordStock's Intellectual Property Rights, WordStock shall suffer severe and irreparable damages.

6. WordStock Software Product Limited Warranty and Exclusions

(a) WordStock warrants that each WordStock Software Product will operate on the Computer System as described in the Documentation, for ninety (90) days from installation. If a WordStock Software Product does not operate on the Computer System as described in the Documentation, Client's sole remedy and WordStock's only liability for breach of warranty shall be, at the option of WordStock, the repair or replacement of that particular WordStock Software Product or refunding the portion of the License Fee paid for that particular WordStock Software Product.

(b) WordStock is not authorized to warrant Third Party Software Products, and warranty protection, if any, is provided by the particular manufacturer.

7. Limitations on WordStock Software Warranty

(a) THE SOFTWARE PRODUCT WARRANTY IN PARAGRAPH 6, ABOVE, IS IN LIEU OF, AND CLIENT HEREBY WAIVES, ALL OTHER WARRANTIES RELATED TO THE SOFTWARE AND THE THIRD PARTY SOFTWARE PRODUCTS AND/OR THEIR OPERATION IN CONNECTION WITH THE COMPUTER SYSTEM, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WORDSTOCK ASSUMES NO OTHER WARRANTY EXCEPT AS MAY BE SPECIFICALLY PROVIDED IN WRITING BY WORDSTOCK. WORDSTOCK SHALL NOT BE LIABLE TO CLIENT FOR INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING THE LOSS OF PROFIT, OR DAMAGES STEMMING FROM LOSS OF DATA OR DATA BEING RENDERED INACCURATE, EVEN IF WORDSTOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, WORDSTOCK'S LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF THE LICENSE FEE.

(b) This warranty is contingent upon the proper use of the Software, as described in the Documentation, and does not apply if damage was caused by electric or electromagnetic stress, neglect, or the failure or the misuse of electrical power. This warranty shall be null and void if the Software is modified by an entity other than WordStock, or if Client attempts to interface computer programs with the Software other than WordStock Software Products or Third Party Software Products. This warranty is also subject to Client's complete observance of the responsibilities set forth in Paragraph 9 below.

8. Year 2000

Subject to all the terms and conditions of Paragraph 9 below, this Agreement represents that each WordStock Software Product is compliant with the Standards for the Year 2000. For the purposes of this Agreement, compliance with the Standards for Year 2000 shall mean that the occurrence in, or use by, the WordStock Software Products of year dates before, on, or after January 1, 2000 will not adversely affect the performance of the WordStock Software Product. WordStock does not represent that any WordStock Software Products are compatible with computer programs or data not supplied by WordStock including, without limitation, Third Party Software Products.

9. Client Responsibilities

(a) Client shall be responsible for the use of the Software, including but not limited to: assuring proper operating environment, following back-up procedures as described in the Documentation, assuring proper Computer System operation and maintenance, according to the Documentation, not using any computer devices other than the Computer System with the Software, and using only those computer programs approved by WordStock in conjunction with the Software. WordStock shall approve such computer devices or programs on the basis of their quality and compatibility with WordStock Software Products.

(b) If Paragraph 8 (a) is violated, or the Computer System is not suitable, Client will pay out-of-pocket expenses of the WordStock installer, including travel and accommodations and materials.

10. Training and Installation Expenses

(a) Client may purchase on-site training from WordStock at WordStock's then prevailing hourly rates. Training is available in increments of 8-hour days, within the hours of 8:00 AM and 6:00 PM, local time.

(b) Client agrees to pay the following expenses that are related to providing the training: telephone, freight, courier, airfare, accommodations, out-of-pocket expenses of the WordStock trainer, and charges related to the Computer System.

11. Maintenance and Updates

WordStock is under no obligation to provide Software maintenance and support services and/or Updates to Client, unless Client and WordStock execute a Software Maintenance Agreement.

12. Default and Termination

(a) In the event that Client violates any term of this Agreement, WordStock may terminate this Agreement upon ten (10) days prior written notification to Client. If this Agreement is terminated, Client agrees that the Software shall be removed from the Computer System and the back-up copy returned to WordStock. Client agrees to pay WordStock for collection and legal fees incurred by WordStock as a result of Client's late payments, and WordStock's then-current finance charges.

(b) Upon termination of this Agreement, Client shall return to WordStock all copies of the Software and Client shall certify in writing that all copies of the Software have been returned to WordStock.

(c) This Agreement shall terminate automatically upon the occurrence of any of the following events:

i. The filing by End-User of a voluntary petition in bankruptcy or an assignment for the benefit of creditors;
ii. The filing against End-User of an involuntary petition in bankruptcy;
iii. End-User has a receiver or an administrative receiver appointed for it or over any part of its undertaking or assets;
iv. A court of competent jurisdiction makes an order to that effect;
v. End-User enters into any voluntary arrangement with its creditors or becomes subject to an administrative order;
vi. Ceases to carry on business.

13. Taxes

Client shall pay all taxes and duties applicable in connection with this Agreement. Such taxes and duties may be invoiced separately from the License Fee. Client accepts sole responsibility for any such taxes and duties incurred in connection with this Agreement.

14. General

(a) This Agreement constitutes the entire agreement between WordStock and Client and supersedes all previous understandings. No waiver or modification of any portion of this Agreement shall be effective unless made in writing and signed by an authorized officer of WordStock.

(b) All notices pursuant to this Agreement shall be in writing by a return receipt method, and shall be sent to WordStock or Client at the address shown on page 1 of this Agreement, unless either party notifies the other in writing of a new address.

(c) This Agreement shall be governed in accordance with the laws and in the State and Federal Courts of Massachusetts. Both Client and WordStock waive any objections to the personal jurisdiction and venue of such courts. Any such action except to collect money due by Client shall be brought within one (1) year following the date of discovery of the event giving rise to such action.

(d) Paragraphs 2, 5(b), 7, 11, 12, and 13 shall survive termination of this Agreement for any reason.

(e) The rights of WordStock and obligations of Client under this Agreement shall inure to the benefit of WordStock's successors, assignees, licensors, and licensees. This Agreement shall apply to Client's successors and assignees, if permitted in writing by WordStock. The provisions of this Agreement are severable.

(f) WordStock shall not be liable to Client for any delay or failure to perform its obligations under this Agreement or otherwise if such delay or failure arises from any cause beyond the reasonable control of WordStock, including but not limited to labor disputes, strikes, acts of God, shortages of materials, war, embargoes, or regulations or orders of any government or agency.

V. 0898

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