Software License Agreement

License

1. Under this Software License Agreement (the “Agreement”), Excellent Grader (the “Vendor”)

grants to the user (the “Licensee”) a non-exclusive and non-transferable license (the “License”)

to use Excellent Grader (the “Software”).

2. “Software” includes the executable computer programs and any related printed, electronic and

online documentation and any other files that may accompany the product.

3. Title, copyright, intellectual property rights and distribution rights of the Software remain

exclusively with the Vendor. Intellectual property rights include the look and feel of the

Software. This Agreement constitutes a license for use only and is not in any way a transfer of

ownership rights to the Software.

4. The Software may be loaded onto no more than one computer. A single copy may be made for

backup purposes only.

5. The rights and obligations of this Agreement are personal rights granted to the Licensee only.

The Licensee may not transfer or assign any of the rights or obligations granted under this

Agreement to any other person or legal entity. The Licensee may not make available the

Software for use by one or more third parties.

6. The Software may not be modified, reverse-engineered, or de-compiled in any manner through

current or future available technologies.

7. Failure to comply with any of the terms under the License section will be considered a material

breach of this Agreement.

License Fee

8. The original purchase price paid by the Licensee will constitute the entire license fee and is the

full consideration for this Agreement.

Limitation of Liability

9. The Software is provided by the Vendor and accepted by the Licensee “as is”. Liability of the

Vendor will be limited to a maximum of the original purchase price of the Software. The Vendor

will not be liable for any general, special, incidental or consequential damages including, but not

limited to, loss of production, loss of profits, loss of revenue, loss of data, or any other business

or economic disadvantage suffered by the Licensee arising out of the use or failure to use the

Software.

10. The Vendor makes no warranty expressed or implied regarding the fitness of the Software for a

particular purpose or that the Software will be suitable or appropriate for the specific

requirements of the Licensee.

11. The Vendor does not warrant that use of the Software will be uninterrupted or error-free. The

Licensee accepts that software in general is prone to bugs and flaws within an acceptable level as

determined in the industry.

Warrants and Representations

12. The Vendor warrants and represents that it is the copyright holder of the Software. The Vendor

warrants and represents that granting the license to use this Software is not in violation of any

other agreement, copyright or applicable statute.

Acceptance

13. All terms, conditions and obligations of this Agreement will be deemed to be accepted by the

Licensee (“Acceptance”) on registration of the Software with the Vendor.

User Support

14. No user support or maintenance is provided as part of this Agreement.

Term

15. The term of this Agreement will begin on Acceptance and is perpetual.

Termination

16. This Agreement will be terminated and the License forfeited where the Licensee has failed to

comply with any of the terms of this Agreement or is in breach of this Agreement. On

termination of this Agreement for any reason, the Licensee will promptly destroy the Software or

return the Software to the Vendor.

Force Majeure

17. The Vendor will be free of liability to the Licensee where the Vendor is prevented from

executing its obligations under this Agreement in whole or in part due to Force Majeure, such as

earthquake, typhoon, flood, fire, and war or any other unforeseen and uncontrollable event

where the Vendor has taken any and all appropriate action to mitigate such an event.

Governing Law

18. The Parties to this Agreement submit to the jurisdiction of the courts of the State of Georgia for

the enforcement of this Agreement or any arbitration award or decision arising from this

Agreement. This Agreement will be enforced or construed according to the laws of the State of

Georgia.

Miscellaneous

19. This Agreement can only be modified in writing signed by both the Vendor and the Licensee.

20. This Agreement does not create or imply any relationship in agency or partnership between the

Vendor and the Licensee.

21. Headings are inserted for the convenience of the parties only and are not to be considered when

interpreting this Agreement. Words in the singular mean and include the plural and vice versa.

Words in the masculine gender include the feminine gender and vice versa. Words in the neuter

gender include the masculine gender and the feminine gender and vice versa.

22. If any term, covenant, condition or provision of this Agreement is held by a court of competent

jurisdiction to be invalid, void or unenforceable, it is the parties’ intent that such provision be

reduced in scope by the court only to the extent deemed necessary by that court to render the

provision reasonable and enforceable and the remainder of the provisions of this Agreement will

in no way be affected, impaired or invalidated as a result.

23. This Agreement contains the entire agreement between the parties. All understandings have been

included in this Agreement. Representations which may have been made by any party to this

Agreement may in some way be inconsistent with this final written Agreement. All such

statements are declared to be of no value in this Agreement. Only the written terms of this

Agreement will bind the parties.

24. This Agreement and the terms and conditions contained in this Agreement apply to and are

binding upon the Vendor’s successors and assigns.

Notices

25. All notices to the Vendor under this Agreement are to be provided at the following address:

Excellent Grader: 8735 DUNWOODY PLACE STE N, ATLANTA, GA 30350