IntelliTrack ISRP Inventory Software 6.2

IntelliTrack WMS SOFTWARE License Agreement

THIS SOFTWARE LICENSE AGREEMENT FOR RESELLERS AND END-USERS IS YOUR PROOF OF LICENSE TO USE THIS INTELLITRACK INCORPORATED

SOFTWARE PROGRAM (THE "SOFTWARE") UNDER THE TERMS DESCRIBED BELOW. IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT

FOR ANY REASON, YOU SHOULD IMMEDIATELY STOP USING THIS

SOFTWARE, REMOVE IT FROM YOUR COMPUTER AND RE-PACKAGE AND

IntelliTrack WMS SOFTWARE License Agreement

THIS SOFTWARE LICENSE AGREEMENT FOR RESELLERS AND END-USERS IS YOUR PROOF OF LICENSE TO USE THIS INTELLITRACK INCORPORATED

SOFTWARE PROGRAM (THE "SOFTWARE") UNDER THE TERMS DESCRIBED BELOW. IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT

FOR ANY REASON, YOU SHOULD IMMEDIATELY STOP USING THIS

SOFTWARE, REMOVE IT FROM YOUR COMPUTER AND RE-PACKAGE AND

RETURN ALL COPIES OF THE SOFTWARE TO THE LOCATION WHERE YOU PURCHASED IT FOR A REFUND OF THE PURCHASE PRICE.

ONCE YOU REGISTER YOUR PRODUCT ON OUR WEBSITE, THE SOFTWARE CANNOT BE RETURNED FOR A REFUND.

THIS SOFTWARE MAY ONLY BE USED WITH A COPY-PROTECT LICENSE

SOLD AND PROVIDED TO YOU WITH THE SOFTWARE. A SEPARATE

LICENSE IS REQUIRED FOR EACH USER OF THE SOFTWARE. ANY

DISABLEMENT OF THE SOFTWARE SECURITY SO THAT THE SOFTWARE

WORKS WITHOUT THE LICENSE IS STRICTLY PROHIBITED.

IntelliTrack, Inc. grants to you a nonexclusive, nontransferable license to use this copy of the SOFTWARE and accompanying documentation according to the following terms:

LICENSE

For the SOFTWARE, as the reseller/end-user you may:

(1) use the source code of the SOFTWARE, available to you through our Certified Partners, for customization of the SOFTWARE; provided that if you are an end-user you may only customize the SOFTWARE for your own internal purposes. As the reseller/end-user, you may not infringe any third party rights in customizing or using the

SOFTWARE - and you hereby agree to indemnify IntelliTrack, Inc. and its affiliates in the event that you cause the SOFTWARE to infringe another's rights;

(2) as a reseller, you may sublicense repackaged units of the SOFTWARE as licensed to you by IntelliTrack, Inc., including a copy of this SOFTWARE License Agreement, provided that (i) the quality of the repackaged SOFTWARE must equal or exceed the quality of the prepackaged SOFTWARE provided by IntelliTrack, Inc., and (ii) you may not impair or misrepresent to end-users the functionality of the customized SOFTWARE;

(3) install the SOFTWARE on as many workstations as desired as long as your total number of users does not exceed the number of licenses you have purchased and you register each workstation computer on the IntelliTrack website;

(4) make one copy of the SOFTWARE in machine-readable form solely for backup purposes, provided that you reproduce all proprietary notices on the copy, including copyright, trademark and any other similar notice of IntelliTrack, Inc.'s proprietary interest in the SOFTWARE;

(5) If you purchased WMS Standard or Professional, install the RF Server SOFTWARE and license manager on only one computer (unless you have purchased multiple copies).

As the reseller/end-user, you may not:

(1) use the SOFTWARE at any time on more than the number of computers or servers for which you have purchased a license;

(2) copy and distribute the source code to the SOFTWARE except for customization purposes as provided above;

(3) modify, translate, or copy the accompanying documentation to the SOFTWARE except for backup purposes as provided above;

(4) rent, transfer or grant any rights in the SOFTWARE or accompanying documentation in any form to any person without obtaining a license from, or the prior written consent of, IntelliTrack, Inc.; or

(5) remove any proprietary notices, labels, or marks on the SOFTWARE and accompanying documentation.

This license is not a sale. Title and copyrights to the SOFTWARE, accompanying documentation and any copy made by you remain with IntelliTrack, Inc. Unauthorized copying of the SOFTWARE or the accompanying documentation, or failure to comply with the above restrictions, will result in automatic termination of this license and will make available to IntelliTrack, Inc. other legal remedies.

30-DAY GUARANTEE; DISCLAIMER

If the SOFTWARE is inoperable due to any defects in the media on which the

SOFTWARE resides, then you may return the SOFTWARE to the location where you purchased it within the 30-day period from the date of your invoice. IntelliTrack, Inc.'s entire liability and your exclusive remedy under this guarantee (subject to your returning the SOFTWARE to the location where you purchased it with a copy of your receipt) will be, at IntelliTrack, Inc.'s option, either (a) return of the price paid or (b) repair or replacement of the SOFTWARE. This guarantee does not apply to the SOFTWARE that has been customized by or for you, or if failure of the SOFTWARE has resulted from accident, abuse or misapplication. Outside of the United States, these remedies are not available without proof of purchase from an authorized non-U.S. source. In the case of your return of the SOFTWARE for any reason, you will delete any copy of the

SOFTWARE on your computer, and any other copy in object code or source code form, and you further agree not to use the SOFTWARE until a repaired or replaced copy of the

SOFTWARE is returned to you by IntelliTrack, Inc.

EXCEPT FOR THE ABOVE GUARANTEE, INTELLITRACK, INC. MAKES AND

YOU RECEIVE NO WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED,

STATUTORY, OR IN ANY COMMUNICATION WITH YOU, AND SPECIFICALLY

DISCLAIMS ANY IMPLIED WARRANTY OF NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

INTELLITRACK, INC. DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. IN PARTICULAR, INTELLITRACK, INC.

DISCLAIMS ALL WARRANTIES OF ANY KIND IF THE SOFTWARE WAS

CUSTOMIZED, REPACKAGED OR ALTERED IN ANY WAY BY ANY THIRD PARTY OTHER THAN INTELLITRACK, INC.

LIMITATION OF LIABILITY

IN NO EVENT WILL INTELLITRACK, INC. BE LIABLE FOR ANY DAMAGES,

INCLUDING LOSS OF DATA, LOST PROFITS, COST OF COVER OR OTHER

SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES ARISING

FROM THE USE OF THE SOFTWARE OR ACCOMPANYING DOCUMENTATION,

HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY. THIS LIMITATION WILL APPLY EVEN IF INTELLITRACK, INC. OR AN AUTHORIZED RESELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. YOU

ACKNOWLEDGE THAT THE LICENSE FEE REFLECTS THE ALLOCATION OF RISK. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF

LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE

ABOVE LIMITATION MAY NOT APPLY TO YOU.

GOVERNMENT RESTRICTED RIGHTS LEGEND;

INTERNATIONAL USE

Use, duplication or disclosure by the United States Government is subject to restrictions of Restricted Rights for computer SOFTWARE developed at private expense as set forth in FAR Sec. 52.227-19 or DOD FAR Supplement Sec. 252,227-7013(c)(1)(ii), and successor thereof, as applicable. If you are sublicensing or using the SOFTWARE outside of the United States, you will comply with the applicable local laws of your country, U.S. export control laws, and the English language version of this SOFTWARE License Agreement.

GENERAL

This Agreement will be governed by the laws of the State of Maryland, without reference

to conflict of laws principles. This Agreement is the entire agreement between us and supersedes any other communications or advertising with respect to the SOFTWARE and accompanying documentation. If any provision of this Agreement is held invalid, the remainder of this Agreement will continue in full force and effect. If you have any questions, please contact in writing: IntelliTrack, Inc., 224 Schilling Circle, Suite 130,

Hunt Valley, Maryland 21031.