DEVELOPER'S SOURCE CODE

LICENSE AGREEMENT

License Agreement

This developer's software license ("License") contains rights and restrictions associated with the use of the accompanying Quentin Sager Consulting software ("Software"). The Software includes the object code, source code, associated media, any printed materials, any updates, and any "online" or electronic documentation, as applicable.

By downloading an electronic copy and/or opening the seal of media or package containing the Software or installing the software, you ("You" or "User") are indicating your acceptance of the terms, conditions, and disclaimers set forth in this agreement ("Agreement"). Written assent is not a prerequisite to the validity or enforceability of this Agreement.

Grant of License

Software Internal Use and Development License Grant. Subject to the terms and conditions of this Agreement. Quentin Sager Consulting grants you a non-exclusive, non-transferable, per-developer, limited license to reproduce internally and use internally the Software complete and unmodified for the purpose of value-add integration when designing, developing, and testing your (commercial or non-commercial) Programs.

License to Distribute Software. Subject to the terms and conditions of this Agreement. Quentin Sager Consulting grants you a non-exclusive, non-transferable, limited license without fees to reproduce and distribute the Software, provided that (i) you distribute the Software complete and unmodified (unless otherwise specified in the applicable README file) and only bundled or integrated as part of, and for the sole purpose of running, your Programs, (ii) the Programs add significant and primary functionality to the Software, (iii) you do not distribute additional software intended to replace any component(s) of the Software (unless otherwise specified in the applicable README file), (iv) you do not remove or alter any proprietary legends or notices contained in the Software, (v) you only distribute the Software subject to a license agreement that protects Quentin Sager Consulting's interests consistent with the terms contained in this Agreement, and (vi) you agree to defend and indemnify Quentin Sager Consulting and its licensors from and against any damages, costs, liabilities, settlement amounts and/or expenses (including attorneys' fees) incurred in connection with any claim, lawsuit or action by any third party that arises or results from the use or distribution of any and all Programs and/or Software.

Restrictions

Software is confidential and copyrighted. Title to Software and all associated intellectual property rights are retained by Quentin Sager Consulting and/or its licensors. No right, title or interest in or to any trademark, service mark, logo or trade name of Quentin Sager Consulting or its licensors are granted under this Agreement.

This Agreement expressly prohibits the (public or private) distribution or display of Software in an indexed library or collection of code, or any use (public or private) that distributes or displays Software for purposes of providing a central source of code for others' use.

Copyright Notice

Limited Warranty

Quentin Sager Consulting warrants to you that for a period of ninety (90) days from the date of purchase, as evidenced by a copy of the receipt or purchase record, the media on which Software is furnished (if any) will be free of defects in materials and workmanship under normal use. Except for the foregoing, Software is provided "AS IS". Your exclusive remedy and Quentin Sager Consulting's entire liability under this limited warranty will be at Quentin Sager Consulting's option to replace Software media or refund the fee paid for Software. Any implied warranties on the Software are limited to 90 days. Some states do not allow limitations on duration of an implied warranty, so the above may not apply to you. This limited warranty gives you specific legal rights. You may have others, which vary from state to state.

DISCLAIMER OF WARRANTY

UNLESS SPECIFIED IN THIS AGREEMENT, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT ARE DISCLAIMED, EXCEPT TO THE EXTENT THAT THESE DISCLAIMERS ARE HELD TO BE LEGALLY INVALID.

LIMITATION OF LIABILITY

TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL QUENTIN SAGER CONSULTING OR ITS LICENSORS BE LIABLE FOR ANY LOST REVENUE, PROFIT OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE SOFTWARE, EVEN IF QUENTIN SAGER CONSULTING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event will Quentin Sager Consulting's liability to you, whether in contract, tort (including negligence), or otherwise, exceed the amount paid by you for Software under this Agreement. The foregoing limitations will apply even if the above stated warranty fails of its essential purpose. Some states do not allow the exclusion of incidental or consequential damages, so some of the terms above may not be applicable to you.

Indemnity

As a condition of use of the Software, the User agrees to hold harmless, defend, and indemnify Quentin Sager Consulting and its affiliates, modifiers, and contributors from and against any and all liabilities, expenses (including attorneys' fees), and/or damages arising out of claims resulting from User's use of this Web site, including without limitation any claims alleging facts that if true would constitute a breach by User of these terms and conditions and the terms and conditions incorporated by reference herein.

Termination

This Agreement is effective until terminated. You may terminate this Agreement at any time by destroying all copies of Software. This Agreement will terminate immediately without notice from Quentin Sager Consulting if you fail to comply with any provision of this Agreement. Either party may terminate this Agreement immediately should any Software become, or in either party's opinion be likely to become, the subject of a claim of infringement of any intellectual property right. Upon Termination, you must destroy all copies of Software.

Export Law Assurance

You agree and certify that neither the Software nor any other technical data downloaded from this Web site will be exported outside the United States except as authorized and as permitted by the laws and regulations of the United States. If the Software has been rightfully obtained by You outside of the United States, You agree that You will not re-export the Software nor any other technical data downloaded from this Web site, nor the direct product thereof, except as permitted by the laws and regulations of the United States and regulations of the jurisdiction in which You obtained the Software.

U.S. Government Restricted Rights

Any Software or other that is downloaded from this Web site for or on behalf of the United States of America, its agencies, and/or instrumentalities ("US Government") is provided with Restricted Rights. Use, duplication, or disclosure by the US Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is Quentin Sager Consulting, 20429 Ring Neck Road, Altoona Florida, 32702, USA.

Governing Law

Any action related to this Agreement will be governed by Florida law and controlling U.S. federal law. No choice of law rules of any jurisdiction will apply.

Severability

If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the parties, in which case this Agreement will immediately terminate.

Integration

This Agreement is the entire agreement between you and Quentin Sager Consulting relating to its subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, representations and warranties and prevails over any conflicting or additional terms of any quote, order, acknowledgment, or other communication between the parties relating to its subject matter during the term of this Agreement. No modification of this Agreement will be binding, unless in writing and signed by an authorized representative of each party.