Non-Exclusive Software Distribution License

This Non-Exclusive Software Distribution License is provided by Wheatworks Software, LLC, a Louisiana Limited Liability Company, P. O. Box 7, Ruston, LA 71273 ("LICENSOR") you ("DISTRIBUTOR") regarding the custom branded software application ("SOFTWARE") compiled into an installation executable by LICENSOR and delivered to DISTRIBUTOR by LICENSOR.  SOFTWARE is provided to DISTRIBUTOR by LICENSOR for use only under the terms of this Non-Exclusive Software Distribution License.

LICENSOR reserves any right not expressly granted to DISTRIBUTOR.  DISTRIBUTOR owns the disk(s) and other distribution media on which the SOFTWARE may be recorded, but LICENSOR retains ownership of all copies of the SOFTWARE itself.  DISTRIBUTOR assumes sole responsibility for the distribution to recipients ("END USERS") and their installation, use and results obtained from use of the SOFTWARE by END USERS.

1.  RELATIONSHIP.

Each party is acting as an independent contractor and not as an agent, partner, or joint venturer with the other party for any purpose or in any legal or other sense or to have any relationship other than independent contractors.  Except as provided in this Non-Exclusive Software Distribution License, neither party shall have any right, power, or authority to act or to create any obligation, express or implied, on behalf of the other.

A.  DISTRIBUTOR shall not authorize or appoint any dealers, agents, representatives, sub-distributors, original equipment manufacturers, value added Resellers, systems integrators, or other third parties to distribute in exchange for any form of reimbursement or value, re-distribute or sublicense SOFTWARE.

B.  LICENSOR and its suppliers own the SOFTWARE and all intellectual property rights embodied therein, including copyrights and valuable trade secrets embodied in the Software's design and coding methodology.  The SOFTWARE is protected by United States copyright laws and international treaty provisions.  This Non-Exclusive Software Distribution License provides DISTRIBUTOR only a license to distribute SOFTWARE for promotional purposes, and no ownership of copyright or any intellectual property.  All rights except for the license to distribute SOFTWARE for promotional purposes are owned by LICENSOR.

2.  LICENSE.

DISTRIBUTOR is granted a limited, non-exclusive license to do only the following:

a)  Distribute SOFTWARE to END USERS in the form of the installation executable (as delivered by LICENSOR on diskette, CD-ROM or as a download to DISTRIBUTOR) for promotional purposes.  No fee(s) may be charged of END USERS by DISTRIBUTOR for the END USERS' receipt and/or use of SOFTWARE.  (If DISTRIBUTOR is a member-based entity, DISTRIBUTOR may charge DISTRIBUTOR'S members a reasonable media fee established to reimburse the DISTRIBUTOR'S CD-ROM/diskette media expenses.)  DISTRIBUTOR may distribute SOFTWARE in the form of the installation executable using any means, including but not limited to distribution on diskettes, CD-ROMs, as download from internet web and FTP sites, etc.

b)  DISTRIBUTOR shall only use and/or distribute the SOFTWARE in a manner that complies with all applicable laws in the jurisdiction(s) in which DISTRIBUTOR uses and/or distributes the SOFTWARE, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights.

c)  Distribute, in DISTRIBUTOR'S sole discretion, such SOFTWARE as a promotional item for DISTRIBUTOR, through methods including but not limited to:  advertising on television, radio, newspaper, internet, marketing, public relations, as a free item provided to END USERS to promote sales of merchandise in wholesale and retail establishments in conjunction with any product(s) sold or services provided by DISTRIBUTOR, or any other methods desired by DISTRIBUTOR, both domestic and foreign.

3.  COPYRIGHT.

This SOFTWARE and documentation is Copyright © 1997-2007 by Wheatworks Software, LLC.  All Rights Reserved Worldwide.  This SOFTWARE is protected under United States copyright laws and international treaty provisions.

4.  OWNERSHIP.

a)  DISTRIBUTOR acknowledges that LICENSOR is the sole and exclusive owner of the copyright to SOFTWARE. This SOFTWARE and the related copyrights and intellectual property rights, are the exclusive property of LICENSOR and/or its suppliers.  DISTRIBUTOR acquires no title, right or interest in the SOFTWARE other than the license rights granted herein.

b)  DISTRIBUTOR confirms the displayed graphics in the SOFTWARE which are provided by DISTRIBUTOR are owned by DISTRIBUTOR or that DISTRIBUTOR has all necessary permission(s) and/or authorization(s) and/or license(s) to use the displayed graphics in connection with DISTRIBUTOR's business and to have such graphics displayed in the SOFTWARE.

c)  DISTRIBUTOR shall not remove, alter, erase, deface or overprint from the SOFTWARE any trademark, tradename, copyright notice or other notice of LICENSOR, and shall be responsible for their preservation on the copies received hereunder and for their reproduction for distribution and on any backup copy of the SOFTWARE or on any portion of the SOFTWARE merged into or delivered to END USERS in conjunction with other software programs.

5.  RESTRICTIONS.

The SOFTWARE contains trade secrets.  DISTRIBUTOR may NOT decompile, reverse engineer, disassemble, or otherwise reduce the SOFTWARE to a human readable form.  DISTRIBUTOR MAY NOT MODIFY, ADAPT, TRANSLATE, RENT, LEASE, LOAN, RESELL FOR PROFIT, OR OTHERWISE ASSIGN OR TRANSFER THE SOFTWARE, OR CREATE DERIVATIVE WORKS BASED UPON THE SOFTWARE OR ANY PART THEREOF without the prior written consent of LICENSOR.

6.  PROTECTION AND SECURITY.

DISTRIBUTOR agrees to use DISTRIBUTOR'S best efforts and to take all reasonable steps to safeguard the SOFTWARE to ensure that no unauthorized person shall have access thereto and that no unauthorized copy, publication, disclosure or distribution in whole or in part, in any form, shall be made. DISTRIBUTOR acknowledges that the SOFTWARE contains valuable confidential information and trade secrets and that unauthorized use and/or distribution are harmful to LICENSOR.

7.  TERMINATION.

a)  This Non-Exclusive Software Distribution License is effective until terminated.  LICENSOR shall guarantee to DISTRIBUTOR the right to continue the effectiveness of this Non-Exclusive Software Distribution License as long as DISTRIBUTOR knowingly complies with the provisions of this Non-Exclusive Software Distribution License.  LICENSOR may revoke and terminate this Non-Exclusive Software Distribution License if, after thirty (30) days written notice to DISTRIBUTOR, DISTRIBUTOR fails to cure any default or breach of any provision of this Non-Exclusive Software Distribution License as well as nonpayment of any fees due LICENSOR.

b)  Upon termination of the distribution license granted hereunder, LICENSOR reserves the right to take any legal action necessary to recover any damages incurred.

c)  Upon termination of the license granted hereunder, DISTRIBUTOR shall immediately refrain from distributing the SOFTWARE, DISTRIBUTOR shall delete the SOFTWARE from the computer(s) upon which it has been installed by DISTRIBUTOR and/or DISTRIBUTOR's agents, and DISTRIBUTOR shall destroy the SOFTWARE and all copies thereof.

8.  LIMITATION OF LIABILITY.

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY WHETHER IN TORT CONTRACT OR OTHERWISE SHALL WHEATWORKS SOFTWARE, LLC, ITS AGENTS, SUPPLIERS OR RESELLERS BE LIABLE TO DISTRIBUTOR OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES EVEN IF WHEATWORKS SOFTWARE, LLC SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR FOR ANY CLAIM BY ANY OTHER PARTY.  FURTHER, IN NO EVENT SHALL WHEATWORKS SOFTWARE, LLC'S LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT EXCEED THE LICENSE FEE PAID TO WHEATWORKS SOFTWARE, LLC FOR THE SOFTWARE AND DOCUMENTATION.

9.  DISCLAIMER OF WARRANTY.

a)  While effort was made to ensure the accuracy of the calculated results generated by the SOFTWARE, there is NO WARRANTY, express or implied, to any person for the accuracy or applicability of the results generated by this SOFTWARE to any particular financial situation.

b)  THIS SOFTWARE IS PROVIDED "AS-IS."  WHEATWORKS SOFTWARE, LLC MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THIS SOFTWARE, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ITS QUALITY, PERFORMANCE, OR MERCHANTABILITY.  IN PARTICULAR, IT IS NOT GUARANTEED TO PREVENT OR DETECT DAMAGE TO YOUR DATA OR PROGRAMS.  THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH END USER.  SHOULD THE SOFTWARE PROVE DEFECTIVE, END USER (AND NOT WHEATWORKS SOFTWARE, LLC OR ITS AGENTS, SUPPLIERS, DISTRIBUTORS OR DEALERS) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIRS OR CORRECTION.

c)  LICENSOR does not warrant that the functions contained in the SOFTWARE will meet END USER'S requirements or that the operation of the SOFTWARE will be uninterrupted or error free.

10.  ENHANCEMENTS.

From time to time LICENSOR may, in their sole discretion, advise DISTRIBUTOR of updates, upgrades, enhancements or improvements to the SOFTWARE and/or new releases of the SOFTWARE (collectively, "ENHANCEMENTS"), and may license DISTRIBUTOR to use such ENHANCEMENTS upon payment of prices as may be established by LICENSOR from time to time.  All such ENHANCEMENTS to the SOFTWARE provided to DISTRIBUTOR shall also be governed by the terms of this Non-Exclusive Software Distribution License.

11.  GENERAL.

This Non-Exclusive Software Distribution License will be governed by and construed in accordance with the laws of the State of Louisiana, USA, and shall inure to the benefit of LICENSOR and DISTRIBUTOR and their successors, assigns and legal representatives.  If any provision of this Non-Exclusive Software Distribution License is held by a court of competent jurisdiction to be invalid or unenforceable to any extent under applicable law, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this Non-Exclusive Software Distribution License will remain in full force and effect.  Any notices or other communications to be sent to LICENSOR must be mailed first class, postage prepaid, to the following address:  Wheatworks Software, LLC, P. O. Box 7, Ruston, LA 71273.

This Non-Exclusive Software Distribution License constitutes the entire agreement between the parties with respect to the subject matter hereof, and all prior proposals, agreements, representations, statements and undertakings are hereby expressly cancelled and superseded.

a)  Assignment.  This Agreement is personal to DISTRIBUTOR and may not be assigned by DISTRIBUTOR or by operation of law to any other person, persons, firms, or corporation without the express written approval of LICENSOR in advance.  Any purported assignment without such approval shall be null and void and shall be cause for termination of the Non-Exclusive Software Distribution License.

b)  Force Majeure.  Neither party shall be responsible for delays or failure of performance resulting from acts beyond the reasonable control of such party.  Such acts shall include, but not be limited to, acts of God, strikes, walkouts, riots, acts of war and/or terrorism, epidemics, failure of suppliers to perform, death, governmental regulations, power failure(s), earthquakes, or other disasters.

c)  Survival of Certain Provisions.  The restrictions, confidential information, intellectual property rights, protection and security, licensor warranty and limitation of liability obligations set forth in the Non-Exclusive Software Distribution License shall survive the termination of this Non-Exclusive Software Distribution License by either party for any reason.  If any provision of this Non-Exclusive Software Distribution License is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable.

d)  Headings.  The titles and headings of the various sections and paragraphs in this Non-Exclusive Software Distribution License are intended solely for convenience of reference and are not intended for any other purpose whatsoever, or to explain, modify or place any construction upon or on any of the provisions of this Non-Exclusive Software Distribution License.

e)  All Amendments in Writing.  This Non-Exclusive Software Distribution License may not be changed or amended except by a written instrument executed by a duly authorized officer of LICENSOR.  No provisions in either party's purchase orders, or in any other business forms employed by either party will supersede the terms and conditions of this Non-Exclusive Software Distribution License, and no supplement, modification, or amendment of this Non-Exclusive Software Distribution License shall be binding, unless executed by a written instrument executed by a duly authorized officer of Licensor.

g)  Entire Agreement.  The parties have read this Non-Exclusive Software Distribution License and agree to be bound by its terms, and further agree that it constitutes the complete and entire Agreement of the parties and supersedes all previous communications, oral, implied or written, and all other communications between them relating to the license and to the subject matter hereof.  No representations or statements of any kind made by either party, which are not expressly stated herein, shall be binding on such party, and all prior proposals, agreements, representations, statements and undertakings are hereby expressly canceled and superseded.

12.  ACKNOWLEDGEMENT.

BY DISTRIBUTING THIS SOFTWARE, DISTRIBUTOR ACKNOWLEDGES THAT DISTRIBUTOR HAS READ THIS LICENSE, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.  Should DISTRIBUTOR have any questions concerning this License, contact LICENSOR at the address set forth above.

13.  AGREEMENT.

The individuals executing Non-Exclusive Software Distribution License on behalf of DISTRIBUTOR and LICENSOR do each hereby represent and warrant that they are duly authorized by all necessary action to execute this Agreement on behalf of their respective principals.