Software License and Service Agreement

This Software application is licensed only on the condition that you ("YOU" or "Licensee") agree with Commonwealth Technology Group, Inc. ("CWTG") to be legally bound by this Software License and Service Agreement ("Agreement"), which sets forth the terms and conditions upon which the parties agree as they pertain to the licensing of Commonwealth Technology Group's software applet and the related services and web interface.

PLEASE CAREFULLY READ THE TERMS OF THIS AGREEMENT. THESE TERMS REMAIN AND CAN ONLY BE SUBORDINATED BY OTHER TERMS WHICH WERE SET IN WRITING BETWEEN YOU AND CWTG.

In consideration for use of the Software applet and Service, Licensee hereby agrees to the following terms and conditions:

1. Definitions

The following definitions shall apply to this Agreement:

"Software" shall mean computer programs utilized by YOU and developed by CWTG being commonly referred to as Polaris Workforce (Also known as Polaris ULM); this software consisting of many parts, Websites, Polaris Mapper, Polaris Comm I, Poltim and including any software delivered to you by CWTG which CWTG developed.

"Service" shall mean CWTG monitoring, 10 hours of remote access support, and e-mail and phone support (not inclusive of onsite support) which is provided in connection with its Software.

2. Grant of License

CWTG hereby grants the Licensee a non-exclusive, non-transferable, non-sublicensable, revocable license ("License") to use a single or multi-user copy (as per proposal) of the Software solely for Licensee's personal purposes in accordance with the terms of this Agreement. The Software is licensed, and not sold, to the Licensee.

3. Restrictions

Licensee shall not, and shall not permit any third party to, (i) use the Software for any commercial use, including without limitation third party training, time-sharing, rental, service bureau use, or any other use that violates the terms of this Agreement; (ii) disassemble, reverse compile, reverse engineer, make derivative works from or modify the Software or take any action in order to derive a source code equivalent of the Software; (iii) incorporate, bundle or pre-load the Software into any computing device manufactured by you, or for you; (iv) copy all or any part of the Software; (v) rent, sell, lease, sublicense or transfer the Software; or (vi) use the Software while engaging in any physical activity that requires constant attention.

Violation of this Section 3 will immediately terminate this Agreement.

4. Title and Proprietary Information

Except for the limited license granted herein, the Software and all related documentation and materials, and all intellectual property rights contained therein, are and shall remain the sole and exclusive property of CWTG.

5. Maintenance and Support

During the term of this Agreement, CWTG shall use its reasonable efforts to provide technical support of the Software according to its support policies. Such technical support shall be available by phone or email communication and shall be available from 8 a.m. to 5 p.m. (Eastern Standard Time) on working days, subject to further restrictions, which may be set forth in its support policies.

6. Service

Unless this Agreement is earlier terminated or your rights are otherwise suspended pursuant to Section 16, for a period of four (4) years from the date of this Agreement, CWTG shall provide you with access to and you may use the CWTG/Polaris-ULM Service. To use the Service you must obtain access to the Internet, and pay any service fees associated with such access and in addition, to use the remote access service, you should obtain a dedicated internet account (static IP address) and pay any service fees associated with such account. You must also obtain all additional equipment to make connections to the Internet and remote service at your own expense.

7. Registering for the Service

In consideration of your use of the Service, you agree to: (i) provide to CWTG true, accurate, current and complete information about you (the "Registration Data"); and (ii) maintain and promptly update the Registration Data to ensure that it is true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or if CWTG has reason to suspect that such information is untrue, inaccurate, not current or incomplete, CWTG may suspend or terminate your account and refuse you any and all current or future use of the Service (or any portion thereof). You acknowledge and agree that the loss of any and all current or future use of the Service may temporarily or permanently deprive you of access to information you have created or transferred using the Service. Unless explicitly stated otherwise in additional rules, terms and conditions that broaden access to certain areas of the Service, you must be at least 18 years old to access the Service. You will receive a User Name and Password. You are responsible for any and all activities that occur under your User Name and Password, and you are responsible for maintaining the confidentiality of your User Name and Password. You agree to (i) immediately notify CWTG of any unauthorized use of your User Name and Password or any other breach of security of the Service, and (ii) ensure that you exit from the Service at the end of each use of the Service. You agree that CWTG shall not be liable for any loss or damage arising from your failure to comply with the provisions of this Section.

8. Use of the Service / Member Conduct

You are solely responsible for all information created and transmitted or received by you in the course of your use of the Service, including, but not limited to, your updates to other parties' information obtained by you in the course of your use of the Service. CWTG does not edit information transmitted or stored in the Service and, as such, does not warrant the accuracy, integrity or quality of such information. You agree to comply with any and all local, national, and international laws, rules and regulations ("Laws") regarding online conduct and the transmission of information on the Internet. Specifically, you agree to comply with all Laws regarding the transmission of technical data exported from the United States or in the country in which you reside.

9. Monitoring and Removal of Information

You acknowledge that CWTG does not pre-screen information during the regular operation of the Service. You agree that you must evaluate, and bear all risks and costs associated with the use of any information obtained through the Service, including any reliance on the accuracy, completeness, or usefulness of such information. CWTG and you agree that data transmitted via the Service is private correspondence between the sender and the recipient(s). CWTG further disclaims all responsibility for interruptions or suspensions of the Service (in a manner applicable to all licensees) for reasons including, but not limited to, legal, safety, business or technical considerations, including, but not limited to, interruption of any communications through the Internet or other interruptions beyond CWTG control.

10. Indemnification

You agree to indemnify, defend and hold CWTG, its employees, members, managers, officers, subsidiaries, affiliates, agents or other partners, harmless from any claims, liabilities, (including third party claims and liabilities), demands, damages, losses, costs and expenses, including reasonable attorneys' fees, due to or arising out of or relating to your use of the Software or the Service, including, but not limited to (i) any breach by you of this Agreement and (ii) any information or other content submitted, posted to or transmitted through the Service to or from you.

11. Warranty Disclaimers; Limitation of Liability

In addition to other disclaimers set forth herein, CWTG disclaims all warranties with respect to the software and the service. The software and the service are provided "As Is" and without warranty, express or implied. CWTG specifically disclaims any implied warranties of merchantability and fitness for a particular purpose. In no event will CWTG be liable for any direct, consequential, reliance, incidental, special, or indirect damages suffered by Licensee (whether such liability arises in contract, tort, strict liability or otherwise), including but not limited to any lost profits, lost savings, loss of customers, loss of business information, loss of use of any software, data, or e-mails, cost of procurement of substitute software, services or technology, business interruption, delays or failure to deliver e-mails or data, including interruption of the service, software or computer failure, breach of security associated with the transmission of information through the internet or other means, unauthorized access to or alteration of your transmissions or data, any personal injury or injury to property, or any other cause, even if CWTG is advised of the possibility of such damages. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages, accordingly, some of the above limitations may not apply to you.

Licensee agrees that regardless of any statute or law to the contrary, any claim or cause of action arising from this Agreement, the Software or the Service must be filed within six (6) months after such claim or cause of action arises. To the extent that Licensee may be entitled to any recovery, such recovery shall be limited to the fees collected by CWTG from such Licensee under this Agreement.

12. Rates

Licensee agrees to pay the rates and charges specified in this Agreement. Additional rates are specified in this Agreement for set up and are due at the time of set up.

13. Minimum Annual Volume Commitment

Licensee agrees to pay CWTG no less than $4200.00 (the "AVC") in Total Maintenance Charges (defined below) in each twelve-month period ("Contract Year"). "Total Maintenance Charges" means all managed communications, managed upgrades, data warehousing and ten (10) hours of technical support for each month.

14. Underutilization and Early Termination Charges

If Licensee's Total Maintenance Fees do not reach the AVC in any Contract Year, Licensee shall pay an "Underutilization Charge" equal to 50% of the unmet AVC. If: (a) Licensee terminates this Agreement before the end of the Term for reasons other than Cause; or (b) CWTG terminates this Agreement for Cause pursuant to the Section entitled "Termination", then Licensee will pay, within thirty (30) days after such termination: (i) an amount equal to 50% of the unsatisfied AVC remaining during the year of termination and for each subsequent Contract Year remaining in the Term.

15. Payment

Licensee will pay all CWTG charges (except Disputed amounts) within 30 days of invoice date. Licensee will pay a late payment charge of $25.00 plus 1.5% per month. A "Disputed" amount is one for which Licensee has given CWTG written notice, adequately supported by bona fide explanation and documentation. Any invoiced amount not Disputed within 3 months of the invoice date is deemed correct and binding on Licensee. Licensee is liable for all fees and expenses, including attorneys' fees, reasonably incurred by CWTG in attempting to collect any charges owed under this Agreement.

16. Term; Termination

(i) This Agreement may be terminated by either party within forty-five (45) days of the signed Agreement with written notification. In the event of any such termination, CWTG shall be paid for all services performed prior to such termination, including any authorized services performed during the notice period. (ii) Unless earlier terminated pursuant to the terms of this Agreement, the term of this Agreement shall commence upon your submission of the registration form and the subsequent activation of the Service and will terminate automatically without notice from CWTG to Licensee four (4) years from the Service activation date. (iii) This Agreement will also terminate automatically upon notice from CWTG to Licensee if (a) you fail to comply with any term(s) of this License; (b) you attempt to transfer any or all of your rights under this Agreement to another person or entity; or (c) CWTG sends you a new software license agreement, which conditions your continued use of the Software and the Service upon acceptance of such new agreement. (iv) Termination of this Agreement shall be without prejudice to any rights or liabilities accrued at the date of the termination. Upon effectiveness of the termination, all rights and licenses of Licensee to use the Software and the Service under this Agreement shall terminate. Upon termination of this Agreement, you shall cease all use of the Software and Service and destroy all copies of the Software and all associated documentation in your possession or control. (v) The following Sections shall survive termination: 10, 11, 15 and 21. (vi) In addition to the foregoing, CWTG may, in its sole discretion, temporarily suspend or terminate your User Name, Password, and your use of the Service, and remove and discard any information posted within the Service on your behalf, for any reason, including, without limitation, for lack of use or if CWTG reasonably believes that you have violated or acted inconsistently with the terms and conditions of this Agreement and/or any additional rules, terms and conditions that have been made available to you on CWTG web site in conjunction with this Agreement. CWTG may also, in its sole discretion and at any time, discontinue providing the Service, or any portion thereof, with or without notice, whether or not the Software license remains valid.

You agree that any termination of your access to the Service under any provision of this Agreement may be effected without prior notice, and acknowledge and agree that CWTG may immediately deactivate or delete your account and all related information in your account and/or bar any further access to such files or the Service. Further, you agree that CWTG shall not be liable to you or any third-party for any termination of your access to the Service.

17. Renewal

This Agreement shall be renewable at the end of the current term for a successive 4 year term with CWTG notifying Licensee with any changes unless either party gives written notice of its intention not to renew 30 days before expiration of the current term.

18. Force Majeure

Neither party shall be responsible for any failure to perform its obligations under this Agreement, except for Licensee's obligation to pay for services provided by CWTG and received by Licensee, if failure is caused by conditions beyond its control including, but not limited to Acts of God, Government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections and/or any other cause beyond the reasonable control of the party whose performance is affected.

19. Export Control

Licensee shall comply with all applicable export laws, restrictions and regulations of the United States or the applicable foreign agency or authority. Licensee will not export or re-export or allow the export or re-export the Software, or any product, technology, or information it obtains or learns of pursuant to this Agreement in violation of any such laws, restrictions or regulations.

20. Assignments and Transfers

This Agreement may not be assigned, sublicensed, re-marketed or otherwise transferred, voluntarily or otherwise, without the prior written approval of CWTG.

21. Severability / Governing Law / Entire Agreement

Should any provision of this Agreement be deemed by a court of competent jurisdiction to be invalid, ineffective, unenforceable, or unlawful, under present or future laws, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired or invalidated. This Agreement is governed by the laws of the Commonwealth of Virginia, without regard to its conflicts of laws provisions or the United Nations Convention on Contracts for the International Sale of Goods. Licensee agrees that venue for any dispute arising hereunder shall be proper in the applicable state or federal court sitting in Hopewell, Virginia. Licensee acknowledges it has read this Agreement and agrees that it is the complete and exclusive statement of the agreement between the parties, and that this Agreement supersedes all prior proposals and understandings, oral and written, relating to the subject matter of this Agreement. This Agreement shall not be modified or rescinded except in a written instrument signed by both parties. The terms and conditions of any present or future documents submitted by Licensee which conflict with, or in any way purport to amend this Agreement, are specifically objected to by CWTG and shall be of no force or effect.

22. U.S. Government Restricted Rights

The Software is provided with RESTRICTED RIGHTS. The use, duplication, or disclosure by the Government is subject to restrictions as set forth in subdivision (c)(1)(ii) of The Rights in Technical Data and Computer Software clause at 52.227-7013.

23. Fees

The fees should be understood as per a contract of similar language. Any changes directed by YOU may void the fee structure and may set forth the new fees and effective date(s) thereof.