Launch Sight Solutions

SOFTWARE LICENSE AGREEMENT

Launchsight Solutions, Inc. ("Launchsight"), and the person or entity listed above hereby agree that, after execution of this agreement (this "Agreement") by Licensee and acceptance by Launchsight, the terms and conditions of the following sections A through F and those of any Launchsight Schedules shall apply to the use of the Launchsight Solutions Dealer Templates ("Templates").

A.  LICENSEE'S RIGHTS, REPRESENTATIONS AND OBLIGATIONS.

1.  Launchsight hereby grants and Licensee hereby accepts the nonexclusive, nontransferable, limited, month-to-month license in accordance with the User Documentation and this Agreement, to use the Templates for internal business purposes;

2.  Licensee is responsible for ensuring that no image provided by Licensee is copyrighted, trademarked, or owned by a third party which may prohibit usage or incorporation into Launchsight-produced marketing media including websites.

3.  Except as specifically permitted by this Agreement, Licensee shall not directly or indirectly (a) use any Confidential Information of Launchsight to create any computer software program or user documentation which is substantially similar to any Template; (b) encumber, time-share, rent, or lease the rights granted by this Agreement; (c) copy, manufacture, adopt, create derivative works of, translate, localize, port or otherwise modify any Templates or other Confidential Information of Launchsight or grant anyone a license to engage in similar conduct without prior written consent from Launchsight which consent might be unreasonably held and revoked at any time. .

4.  Licensee does not have, and shall not claim that it has any right in or to any of the Templates or the Confidential Information received from Launchsight other than as specifically granted by this Agreement. Licensee shall promptly notify
Launchsight of any actual or suspected unauthorized use of the Templates or use or
disclosure of the Confidential Information received from Launchsight, and shall provide reasonable assistance to Launchsight (at Launchsight's expense) in the investigation and prosecution of such unauthorized use or disclosure.

5.  Licensee shall comply with the Export Laws, Licensee hereby assures Launchsight that it will not export or re-export directly or indirectly (including via remote access) any part of the Template(s) or any Confidential Information to any country for which a validated license is required under the Export Laws without first obtaining a validated license. If at any time Launchsight determines that the laws of any country in the Territory are or become insufficient to protect Launchsight's intellectual or proprietary rights in the Templates, both parties will in good faith work with each other to protect Launchsight's intellectual or proprietary rights in that country.

B.   CONFIDENTIALITY.

1. Except for the specific rights granted by this Agreement, neither party shall use or disclose any Confidential Information of the other party.  A party receiving Confidential Information from the other shall use the highest commercially reasonable degree of care to protect that Confidential Information.

2. Money or damages will not be an adequate remedy if this section B is breached and therefore, either party may, in addition to any other legal or equitable remedies, seek an injunction or similar equitable relief against such breach.

C.   LIMITED WARRANTIES AND REMEDIES.

1.  Launchsight warrants that (a) use of unmodified Templates, will not violate the intellectual property rights of any third party under U.S. patent copyright trademark or trade secret law of the United States; (b) it has full power and right to enter into this Agreement and (c) during the first 90 days from the date Licensee receives an unmodified Templates ("Warranty Period") manufactured by Launchsight, the ;media for those Templates will, under normal use, be free of defects in materials and workmanship and the Development Templates will substantially conform to the User
Documentation.

2.   EXCEPT FOR THESE EXPRESS LIMITED WARRANTIES, LICENSEE ACCEPTS THE TEMPLATES "AS IS," WITH NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  LAUNCHSIGHT MAKES NO WARRANTIES REGARDING THE APPLICATION(S) OR THE MEDIA OF THE TEMPLATES MANUFACTURED BY LICENSEE.

5.  EACH PARTY'S LIABILITY TO THE OTHER OR ANY THIRD PARTY FOR A CLAIM OF ANY KIND RELATED TO THIS AGREEMENT, ANY TEMPLATE OR ANY TEMPLATE SERVICE, WHETHER FOR BREACH OF CONTRACT OR WARRANTY, STRICT LIABILITY, NEGLIGENCE OR OTHERWISE, SHALL NOT EXCEED THE AGGREGATE OF FEES PAID
TO LAUNCHSIGHT (IN THE CASE OF INFORMDO OR (IN THE CASE OF LICENSEE) PAID OR OWED BY LICENSEE HEREUNDER FOR THE TEMPLATE OR SERVICE INVOLVED IN THE CLAIM. IN NO EVENT CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST REVENUES OR PROFITS, LOST DATA, WORK
STOPPAGE, INTERRUPTION OF SERVICE OF ANY KIND, COMPUTER FAILURE OR MALFUNCTION), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THE TRANSACTIONS UNDER THIS AGREEMENT MAY BE BROUGHT BY LICENSEE MORE THAN 1 YEAR AFTER THE EVENTS WHICH GAVE RISE TO THE CAUSE OF ACTION OCCURRED.

7.   Licensee shall, at its expense, indemnify defend, save and hold harmless Launchsight from any claim brought or filed by a third party against Launchsight due to any failure by Licensee, its employees or agents to act in with the terms of this Agreement; and Launchsight has the right to control the defense or settlement of the claim.

D.   PAYMENTS.

1.  Licensee shall pay to Launchsight an initial setup and activation fee for Templates ("License Fee") and monthly hosting fees as set forth in the invoice.

2.   Licensee shall pay any amounts owed to Launchsight on the date specified in and according to the terms of this Agreement and any applicable Launchsight
Schedule. All accounts and services offered by LaunchSight shall be prepaid. No template shall be delivered to any licensee at any time without prior payment for that service. Each party is solely responsible for its own expenses incurred in the performance of this Agreement. If Licensee fails to make any payment when due, Launchsight may suspend delivery of Templates or services until the past due payment is made. Accounts which are closed, and subsequently reopened may be assessed a setup fee to be applied at Launchsights discretion. Licensee agrees that LaunchSight shall not in any way be responsible for any damages resulting from suspension of service to the licensee. Any payment which falls due on a weekend or
public holiday shall be due on the business day immediately preceding the weekend day or public holiday.

3.  Payments shall be in United States dollars.  Any overdue amount shall bear interest at the maximum rate allowed by law.  Costs of conversion, outside
collection and related bank charges shall be paid by Licensee.

E.  TERMINATION.

1.  This Agreement shall be effective until terminated.  This
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Agreement shall terminate:  (a) for cause or for failure to pay any amount when due, upon 30 days prior written notice by either party to the other, unless the
cause is susceptible of being and is cured within the 30 day notice period; or (b) immediately upon written notice to Licensee in the event Licensee breaches
any terms of this agreement.  The date termination becomes effective is called the "Termination Date."  Termination of this Agreement terminates all Launchsight Schedules.

2.  If this Agreement is terminated because of a breach by Licensee, all rights granted under this Agreement will terminate.

3.  Within 30 days of the Termination Date, all Templates, related materials and Confidential Information in Licensee's possession or control shall be returned to Launchsight or, upon Launchsight's written request, destroyed by Licensee; and within three days thereafter provide with written confirmation that Licensee has complied with the forthwith.

F.  GENERAL PROVISIONS.

1.  Launchsight and Licensee are independent contractors and will so represent themselves in all regard. Neither party may bind the other in any way.

2.  Licensee may not assign this Agreement without the prior written consent of Launchsight, which consent will not be unreasonably withheld.

3.  Neither party will be responsible for failure of performance, other than for an obligation to pay money, due to causes beyond its control, including, without
limitation, acts of God or nature; labor disputes; sovereign acts of any federal, state or foreign government or shortage of materials.

4.  Notices will be delivered via email to the Licensee's contact email address as listed in Launchsight's records. Under no circumstances shall LaunchSight be responsible for damages arising from deactivation of licensee services as a result of invalid or outdated licensees contact information.

5.  This Agreement is governed by the laws of the State of New York, without giving effect to its conflict of law provisions. The United Nations Convention
on Contracts for the International Sale of Goods will not apply to this Agreement. Each party submits to the jurisdiction of the appropriate state or
federal courts in New York. Launchsight may seek to specifically enforce or prevent a breach of any term of this Agreement in the appropriate courts of any
state or country in which the Templates are deployed by Licensee or in which Licensee maintains an office. The prevailing party in any suit under this
Agreement shall recover all costs, expenses and reasonable attorney fees incurred in such action. Nothing in this Agreement will be deemed a waiver by
either party of any and all available legal or equitable remedies.

6.  This Agreement is the complete and exclusive statement of the parties to this Agreement on these subjects, and supersedes all prior written or oral
proposals and understandings relating thereto. This Agreement may only be modified by a writing signed by an officer of Launchsight and an authorized
representative of Licensee. This Agreement takes precedence over any purchase order issued by Licensee, which is accepted by Launchsight for administrative
convenience only. If any court of competent jurisdiction determines that any provision of this Agreement is invalid, the remainder of the Agreement will
continue in full force and effect. The offending provision shall be interpreted to whatever extent possible to give effect to its stated intent.