TCSReservations End User License Agreement

End User Software License/Service Agreement

In return for acquiring a license to use or receive services from Edward Nelson and The Company Software by using "TCSReservations" or later versions (hereafter known as "Software") and related documentation, you, the customer, _______________________________________________________________________, (hereinafter known as “you”), agrees to adhere to the following terms and conditions.

The Software is licensed to you as a customer for use only on the terms set forth below. You assume responsibility for the selection of the Software to achieve your intended purposes, and for the loading, use and results obtained. This license is non-transferable.

This license agreement contains various warranty, remedy and liability disclaimers and limitations in sections 6, 7, 8 and 12, and 14, which should be carefully noted.

1. YOU MAY:

a. Use the Software in machine-readable form only on the number of units for which you paid a license fee;

b. Make one copy of the Software in machine readable form for use only if it is necessary for back-up purposes (and such copy is subject to the terms of this License Agreement); and

c. Use, but not copy, the Documentation, all of which is protected under copyright laws.

2. YOU MAY NOT:

a. Copy (except for the back-up copy noted above), change, disassemble, decompile, reverse engineer, sub-license, assign, timeshare, sell, give away, loan, rent, lease, transfer (electronically or otherwise), display, disclose, use (except as specifically authorized in this License Agreement), create emulating software or prepare derivative works of the Software or Documentation;

b. Transfer this License Agreement without the express, advance written consent of The Company Software. And then only when the person to whom you transfer the License Agreement expressly agrees to the terms and conditions of this License Agreement, after which time you will no longer have the right to use the Software yourself (e.g. in the event of a modification of licensee/company ownership);

c. Remove any proprietary or copyright legend from any material contained in or on the Software, Documentation or this package; and

d. Publish any or reports of benchmark tests or arrays run on the Software or its components.

e. Use the Software if The Company Software determines you have a balance due account over 30 days old Your use of the Software with a balance due over 30 days old is at the sole discretion of The Company Software and shall not constitute an agreement outside of this EULA.

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TCS Reservations Software License/Service Agreement, continued

FURTHER:

3. This grant of license is limited to the terms set out in this Software License Agreement. It is non-exclusive and non-transferable, and is conditioned on the payment of the license fee for this grant and your continued adherence to each of the terms of this Software License Agreement. Your failure to comply with any term of this Software License Agreement terminates your right to use the Software, and you will not receive a refund.

4. a) You agree and acknowledge that the Software is the property of The Company Software and contains copyrighted, confidential, and trade secret information. All rights, title and interest in the Software, except for the specific limited license given to you under this License Agreement, remains with The Company Software.

b) You will keep the Software in confidence in perpetuity, will take all measures necessary to protect and maintain the confidential and proprietary character of the Software as you would to protect your own confidential information.

5. The Company Software warrants that the Software will conform in all material respects to its published specifications for a period of one (1) year after you receive it.

6. This software is not specifically developed or licensed for use in any nuclear, aviation, mass transit, or medical application or in any other inherently dangerous application. The Company Software shall not be liable for any claims or damages arising out of such use.

7. a) Except as provided in section 5, the software is licensed on an "as is" basis and there are no express warranties of The Company Software. To the extent allowed by law, Edward Nelson and The Company Software disclaims any implied warranties including warranties respecting merchantability or fitness for a particular purpose. For greater certainty, Edward Nelson and The Company Software make no warranty that the software will operate with all applications, utilities or other memory resident programs.

b) The Software is not a "consumer product." However, should a court of competent jurisdiction determine that the software is a "consumer product" under the Magnuson-Moss Warranty - Federal Trade Commission Improvement Act, then implied warranties, if any, are limited in time to a period of thirty (30) days after you receive the software. After that period, all implied warranties are expressly disclaimed. Some states do not allow limitations on how long an implied warranty lasts, so the above limitations may not apply to you.

8. Your exclusive remedy for defects or non-conformity to published specifications in the Software shall be that the non-conformity will be repaired or the Software will be replaced in accordance with section 5. If this limited remedy fails of its essential purpose, Edward Nelson and The Company Software will refund the purchase price of the Software upon proof of purchase and purchase price. In no event shall Edward Nelson and The Company Software be liable for any costs, loss of profits, loss of data, or for any special, consequential or incidental damages. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

9. a) This grant of license begins upon acceptance by you, either expressly or through use or possession of the Software, and shall continue until terminated as provided in this License Agreement.

b) You may terminate the license at any time by destroying or returning all copies of the Software and the Documentation. You will not get a refund if you terminate the license.

10. This License Agreement shall be governed by and construed in accordance with the law of the State of Tennessee. If there is a conflict between this Agreement and the provisions of the General and Special Conditions, then the General and Special Conditions shall take precedence and govern.

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TCS Reservations Software License/Service Agreement, continued…

11. You acknowledge that The Company Software. is subject to export controls imposed by the U. S. Export Administrative Act of 1979 and the U. S. Department of Commerce. You agree to comply with all the export and re-export restrictions and regulations imposed by the governments of the United States and/or any country to which the Software is shipped. You also agree that you will not export, re-export or transship the Software or disclose any technical information about it, directly or indirectly, to any country that is not a member of the Berne Convention. The terms of this section shall survive the expiration or termination of this License Agreement.

12. a) The Software may incorporate material which is owned by third parties and which is used by agreement between The Company Software and third parties. You agree and acknowledge that any third party owner of such material is a direct and intended third party beneficiary of this License Agreement who may enforce this License Agreement directly against you. You further acknowledge and agree that any such third party owner has no liability to you for general, special, direct, consequential or other damages arising out of your use of the software or your acceptance of this license agreement.

b) You acknowledge there may come a time when you are responsible for the database license and that you are responsible for all other required software licensing (e.g. the operating system license).

13. Use, duplication, or disclosure of the Software by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Department of Defense Regulations Supplement 252.227-7013, Rights in Technical Data and Computer Software (October 1988) and Federal Acquisition Regulation 52.227.14, Rights in Data- General, including Alternate III (June 1987), as applicable.

14. a) If a breach of this AGREEMENT occurs , the USER agrees to pay Edward Nelson’s and The Company Software’s reasonable legal fees in obtaining equitable relief to restrain and enjoin the USER from using or disclosing the Trade Secrets, Intellectual Property, or other Proprietary Material or from otherwise breaching the terms of this AGREEMENT and to pay adequate compensation to Edward Nelson and The Company Software for whatever damages such breach may cause.

b) The USER agrees that it would be difficult to measure damage to Edward Nelson and The Company Software from any breach by the USER of this AGREEMENT, that injury to the Edward Nelson and The Company Software would be impossible to calculate, and that money damages would therefore be an inadequate remedy for such breach. Accordingly, the USER agrees that if the USER breaches any provision of this AGREEMENT, Edward Nelson and The Company Software shall be entitled, in addition to all other remedies of, interim or permanent injunctions or other appropriate orders to restrain such breach without showing or proving any actual damages sustained by the Edward Nelson and The Company Software

15. a) This AGREEMENT states the entire AGREEMENT and supersedes all prior oral and written agreements and understandings. Edward Nelson and The Company Software shall not be bound by or liable for any alleged representation, promise, inducement or statement of intention not stated in this AGREEMENT and no waiver, alteration, modification or cancellation of any provision of this AGREEMENT shall be binding unless in writing and signed by Edward Nelson and The Company Software. The USER may not assign, sublicense or transfer, in whole or in part, the License, this AGREEMENT or rights and obligations stated in this AGREEMENT.

b) Failure to require performance of any provision of this AGREEMENT shall not affect Edward Nelson and The Company Software's right at a later time to enforce such provision. If any provision is held invalid, illegal or unenforceable, no other provisions are affected.

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TCS Reservations Software License/Service Agreement, continued…

c) Any remedy referred to is not exclusive and is in addition to any other remedy available at law or in equity.

— Edward Nelson and The Company Software make no warranty that the software will operate with all applications, utilities or other memory resident programs.

— Addresses for correspondence shall be listed below, and it shall be the responsibility of each to notify the other of an address change:

The Company Software

840 Murphy Road

Sevierville, TN 37862-4816.

Edward V. Nelson, A Sole Proprietor

________________________________________

We hereby agree to the terms set forth on the preceding pages and in signing this Software License/Service Agreement.

Signed: Date: .

Purchaser

Title: .

Signed:____________________________________ Date:_____________

Edward V. Nelson and The Company Software

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