1. TERM OF AGREEMENT

1.1. The term of this Agreement shall commence upon execution by both parties and shall remain in force until terminated as provided below.

2. TITLE

2.1. Title and full ownership rights to the Software furnished under this Agreement remain with RETAILERSOFT. It is agreed that the Software constitutes RETAILERSOFT's proprietary information, whether or not any portion thereof is or may be validly copyrighted or patented.

2.2. LICENSEE's rights in and to the Software may not be assigned, licensed, pledged, or otherwise transferred voluntarily, by operation of law or otherwise, and any such prohibited assignment shall be null and void.

3. PAYMENT/RENEWAL

3.1. Periodic charges for use of the Software and updates will he billed to LICENSEE and LICENSEE agrees to pay such charges. The Annual Support Fee for continued use and support of the RETAILERSOFT program will be automatically billed to the purchaser upon each subsequent 12 month anniversary from the original activation date.

3.2. Software is licensed on a per store/per computer basis. Should LICENSEE add additional stores to their organization, it is understood that they shall be billed the current rate for each additional license needed. License requirements are not determined by the end user, rather by the actual number of affiliated stores within the LICENSEE organization.

3.3. A reduction in store count will not result in any refund of any previously paid funds or unused support fees. Upon subsequent license renewal, the renewal fee will be adjusted to the actual number of affiliated stores within the LICENSEE organization.

3.4. The actual number of affiliated stores within the LICENSEE organization will be equal to the number of stores in the organization has recognized by the parent or cooperative membership organization. These companies are not required to be held under the same ownership.

4. LIMITED WARRANTY

4.1. RETAILERSOFT hereby warrants that it has the right to license the Software. RETAILERSOFT further warrants that, at the time of delivery, the media on which the Software is contained shall be free from defects in material and workmanship. RETAILERSOFT's sole obligation under this Agreement and LICENSEE's sole remedy for breach of warranty will be the repair or replacement, as soon as practicable, of defective Software at its discretion.

4.2. LICENSEE HEREBY EXPRESSLY AGREES AND ACKNOWLEDGES THAT THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, AN IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

5. CONFIDENTIALITY

5.1. LICENSEE understands and agrees that the Software contains the confidential and proprietary information of RETAILERSOFT and it VENDOR's. LICENSEE agrees to maintain the Software in strict confidence and agrees not to disclose, duplicate or otherwise reproduce, directly or indirectly said Software.

6. TERMINATION

6.1. Software License will expire on the date set below. Either party may, at any time, cancel and terminate this Agreement by sending 30 days advance written notice to the other.

6.2. Upon the termination of this Agreement, RETAILERSOFT shall return any unused portion of any prepaid support fees prorated from the LICENSEE license renewal date.

6.3. Upon the termination of this Agreement, LICENSEE shall return the Software to RETAILERSOFT or shall warrant to RETAILERSOFT in writing that all copies thereof have been destroyed.

7. VENDOR DATA ACCURACY/AVAILABILITY

7.1. While RETAILERSOFT will make every attempt to make VENDOR Pricing available, RETAILERSOFT is not responsible for obtaining and distributing VENDOR data. LICENSEE must contact VENDOR to encourage VENDOR to continue to provide data for use within the Software.

7.2. RETAILERSOFT makes no representation as to the accuracy or completeness of the VENDOR data provided.

8. SHARING OF INFORMATION

8.1. LICENSEE Understands that periodic statistical and troubleshooting information may be periodically sent to RETAILERSOFT to aid in the Training, Support, and Development of further programs and program enhancements.

9. PRICING ADVICE/GUIDELINES

9.1. RETAILERSOFT does not provide pricing strategy or any guideline for LICENSEE to follow.

9.2. Because pricing is very Market Specific, only the LICENSEE can make intelligent qualified decisions about their pricing.

9.3. RETAILERSOFT cannot be held responsible for poor pricing decisions made by LICENSEE.

10. SERVICE LEVEL AGREEMENT (SLA)

10.1. RETAILERSOFT is so confident in each of our products that we back each with a satisfaction guarantee. If after 12 months of using SOFTWARE LICENSEE is unhappy with SOFTWARE because it has failed to achieve the intended results, RETAILERSOFT will refund your original purchase price.

10.2. If at any time during the term of this Agreement LICENSEE notifies VENDOR will contact RETAILERSOFT on the LICENSEE's behalf and request support giving RETAILERSOFT one (1) week to cure the dissatisfaction or return the LICENSEE's money.

EXPORT CONTROLS

You agree to comply with all export laws and restrictions and regulations of the United States or foreign agencies or authorities, and not to export or re-export the Software or any direct product thereof in violation of any such restrictions, laws or regulations, or without all necessary approvals.

MISCELLANEOUS

This Agreement constitutes the entire understanding of the parties with respect to the subject matter of this Agreement and merges all prior communications, representations, and agreements.